Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2009

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From                      to                     

 

 

Commission File Number 1-3157

INTERNATIONAL PAPER COMPANY

(Exact name of registrant as specified in its charter)

 

New York   13-0872805
(State or other jurisdiction of
incorporation of organization)
  (I.R.S. Employer
Identification No.)
6400 Poplar Avenue, Memphis, TN   38197
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (901) 419-7000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   x     No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (paragraph 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes   ¨     No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   x     Accelerated filer   ¨

Non-accelerated filer   ¨     Smaller company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   ¨     No   x

The number of shares outstanding of the registrant’s common stock as of May 5, 2009 was

432,206,914.

 

 

 


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INTERNATIONAL PAPER COMPANY

INDEX

 

            PAGE NO.

PART I.

  

FINANCIAL INFORMATION

  

Item 1.

  

Financial Statements

  
  

Consolidated Statement of Operations - Three Months Ended March 31, 2009 and 2008

   1
  

Consolidated Balance Sheet - March 31, 2009 and December 31, 2008

   2
  

Consolidated Statement of Cash Flows - Three Months Ended March 31, 2009 and 2008

   3
  

Condensed Notes to Consolidated Financial Statements

   4
  

Financial Information by Industry Segment

   20

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   22

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

   39

Item 4.

  

Controls and Procedures

   40

PART II.

  

OTHER INFORMATION

  

Item 1.

  

Legal Proceedings

   41

Item 1A.

  

Risk Factors

   41

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

   42

Item 3.

  

Defaults upon Senior Securities

   *

Item 4.

  

Submission of Matters to a Vote of Security Holders

   *

Item 5.

  

Other Information

   *

Item 6.

  

Exhibits

   43

Signatures

      44

 

* Omitted since no answer is called for, answer is in the negative or inapplicable.


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PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

INTERNATIONAL PAPER COMPANY

Consolidated Statement of Operations

(Unaudited)

(In millions, except per share amounts)

 

     Three Months Ended
March 31,
 
     2009     2008  

Net Sales

   $ 5,668     $ 5,668  
                

Costs and Expenses

    

Cost of products sold

     3,731       4,261  

Selling and administrative expenses

     500       472  

Depreciation, amortization and cost of timber harvested

     343       286  

Distribution expenses

     279       285  

Taxes other than payroll and income taxes

     50       44  

Restructuring and other charges

     83       42  

Net gains on sales and impairments of businesses

     —         (1 )

Interest expense, net

     164       81  
                

Earnings From Continuing Operations Before Income Taxes and Equity Earnings

     518       198  

Income tax provision

     230       59  

Equity earnings, net of taxes

     (27 )     16  
                

Earnings From Continuing Operations

     261       155  

Discontinued operations, net of taxes

     —         (17 )
                

Net Earnings

     261       138  

Less: Net earnings attributable to noncontrolling interests

     4       5  
                

Net Earnings Attributable to International Paper Company

   $ 257     $ 133  
                

Basic Earnings Per Share Attributable to International Paper Company Common Shareholders

    

Earnings from continuing operations

   $ 0.61     $ 0.36  

Discontinued operations, net of taxes

     —         (0.04 )
                

Net earnings

   $ 0.61     $ 0.32  
                

Diluted Earnings Per Share Attributable to International Paper Company Common Shareholders

    

Earnings from continuing operations

   $ 0.61     $ 0.35  

Discontinued operations, net of taxes

     —         (0.04 )
                

Net earnings

   $ 0.61     $ 0.31  
                

Average Shares of Common Stock Outstanding – assuming dilution

     423.1       423.3  
                

Cash Dividends Per Common Share

   $ 0.25     $ 0.25  
                

Amounts Attributable to International Paper Company Common Shareholders

    

Earnings from continuing operations

   $ 257     $ 150  

Discontinued operations, net of taxes

     —         (17 )
                

Net earnings

   $ 257     $ 133  
                

The accompanying notes are an integral part of these financial statements.

 

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INTERNATIONAL PAPER COMPANY

Consolidated Balance Sheet

(In millions)

 

     March 31,
2009
    December 31,
2008
 

Assets

     (unaudited)    

Current Assets

    

Cash and temporary investments

   $ 955     $ 1,144  

Accounts and notes receivable, net

     3,455       3,288  

Inventories

     2,340       2,495  

Deferred income tax assets

     198       261  

Other current assets

     189       172  
                

Total Current Assets

     7,137       7,360  
                

Plants, Properties and Equipment, net

     13,802       14,202  

Forestlands

     598       594  

Investments

     1,167       1,274  

Goodwill

     2,113       2,027  

Deferred Charges and Other Assets

     1,402       1,456  
                

Total Assets

   $ 26,219     $ 26,913  
                

Liabilities and Equity

    

Current Liabilities

    

Notes payable and current maturities of long-term debt

   $ 536     $ 828  

Accounts payable

     1,915       2,119  

Accrued payroll and benefits

     354       445  

Other accrued liabilities

     1,546       1,363  
                

Total Current Liabilities

     4,351       4,755  
                

Long-Term Debt

     10,959       11,246  

Deferred Income Taxes

     1,948       1,957  

Pension Benefit Obligation

     3,294       3,260  

Postretirement and Postemployment Benefit Obligation

     657       663  

Other Liabilities

     634       631  

Equity

    

Common stock, $1 par value, 2009 – 435.1 shares and 2008 – 433.6 shares

     435       434  

Paid-in capital

     5,730       5,845  

Retained earnings

     1,575       1,430  

Accumulated other comprehensive loss

     (3,518 )     (3,322 )
                
     4,222       4,387  

Less: Common stock held in treasury, at cost, 2009-3.3 shares and 2008–6.1 shares

     78       218  
                

Total Shareholders’ Equity

     4,144       4,169  
                

Noncontrolling interests

     232       232  
                

Total Equity

     4,376       4,401  
                

Total Liabilities and Equity

   $ 26,219     $ 26,913  
                

The accompanying notes are an integral part of these financial statements.

 

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INTERNATIONAL PAPER COMPANY

Consolidated Statement of Cash Flows

(Unaudited)

(In millions)

 

     Three Months Ended
March 31,
 
     2009     2008  

Operating Activities

    

Net earnings attributable to International Paper Company

   $ 257     $ 133  

Noncontrolling interests

     4       5  

Discontinued operations, net of taxes and noncontrolling interests

     —         17  
                

Earnings from continuing operations

     261       155  

Depreciation, amortization and cost of timber harvested

     343       286  

Deferred income tax expense (benefit), net

     70       (130 )

Restructuring and other charges

     83       42  

Payments related to restructuring and legal reserves

     (15 )     (22 )

Net gains on sales and impairments of businesses

     —         (1 )

Equity loss (earnings), net

     27       (16 )

Periodic pension expense, net

     61       28  

Alternative fuel mixture credits receivable

     (395 )     —    

Other, net

     60       76  

Changes in current assets and liabilities

    

Accounts and notes receivable

     212       5  

Inventories

     146       (32 )

Accounts payable and accrued liabilities

     (53 )     12  

Interest payable

     18       (87 )

Other

     (24 )     118  
                

Cash Provided by Operations

     794       434  
                

Investment Activities

    

Invested in capital projects

     (128 )     (215 )

Acquisitions, net of cash acquired

     (8 )     —    

Proceeds from divestitures

     —         14  

Other

     (57 )     (140 )
                

Cash Used for Investment Activities

     (193 )     (341 )
                

Financing Activities

    

Repurchases of common stock and payments of restricted stock tax withholding

     (10 )     (47 )

Issuance of common stock

     —         1  

Issuance of debt

     486       83  

Reduction of debt

     (1,036 )     (26 )

Change in book overdrafts

     (80 )     (39 )

Dividends paid

     (108 )     (112 )

Other

     (11 )     —    
                

Cash Used for Financing Activities

     (759 )     (140 )
                

Effect of Exchange Rate Changes on Cash

     (31 )     22  
                

Change in Cash and Temporary Investments

     (189 )     (25 )

Cash and Temporary Investments

    

Beginning of period

     1,144       905  
                

End of period

   $ 955     $ 880  
                

The accompanying notes are an integral part of these financial statements.

 

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INTERNATIONAL PAPER COMPANY

Condensed Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, in the opinion of Management, include all adjustments that are necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the interim periods presented. Except as disclosed herein, such adjustments are of a normal, recurring nature. Results for the first three months of the year may not necessarily be indicative of full year results. It is suggested that these consolidated financial statements be read in conjunction with the audited financial statements and the notes thereto included in International Paper’s (the Company) Annual Report on Form 10-K for the year ended December 31, 2008 which have previously been filed with the Securities and Exchange Commission.

On October 5, 2007, International Paper and Ilim Holding S.A. formed a 50:50 joint venture to operate in Russia. International Paper is accounting for its investment in Ilim, a separate reportable industry segment, using the equity method of accounting. Due to the complex organizational structure of Ilim’s operations, and the extended time required to prepare consolidated financial information in accordance with accounting principles generally accepted in the United States, the Company reports its share of Ilim’s operating results on a one-quarter lag basis.

NOTE 2 - RECENT ACCOUNTING DEVELOPMENTS

Other-Than-Temporary Impairment for Debt Securities:

In April 2009, the Financial Accounting Standards Board (FASB) issued Staff Position (FSP) FAS 115-2 and FAS 124-2, which provides a new other-than-temporary impairment model for debt securities. This FSP is effective for financial statements issued in fiscal years (and interim periods) ending after June 15, 2009. The Company is currently evaluating the provisions of this FSP but does not currently anticipate that it will have a material effect on its consolidated financial statements.

Asset Transfers, Variable Interest Entities and Qualifying Special Purpose Entities:

In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, which requires public companies to provide additional disclosures about transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special purpose entities. The disclosures required by this FSP were to be provided in financial statements for the first reporting period ending after December 15, 2008 (calendar year 2008). The Company included the requirements of this FSP in the preparation of the accompanying financial statements.

Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans:

In December 2008, the FASB issued FSP FAS 132(R)-1 which amends Statement 132(R) to require more detailed disclosures about employers’ plan assets, including employers’ investment strategies, major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets. The disclosures required by this FSP must be provided in the financial statements for fiscal years ending after December 15, 2009 (calendar year 2009). The Company is currently evaluating the provisions of this FSP.

 

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Intangible Assets:

In April 2008, the FASB issued FSP FAS 142-3, which amends the factors that should be considered in developing renewal or extension assumptions used in determining the useful life of a recognized intangible asset. This FSP was effective for financial statements issued for fiscal years (and interim periods) beginning after December 15, 2008 (calendar year 2009). The application of the requirements of this FSP did not have a material effect on the accompanying consolidated financial statements.

Derivative Instruments and Hedging Activities:

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133.” This statement requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of, and gains and losses on, derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS No. 161 was effective for fiscal years (and interim periods) beginning after November 15, 2008 (calendar year 2009). The Company included the disclosures required by this statement in the accompanying financial statements.

Business Combinations:

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations.” SFAS No. 141(R) establishes principles and requirements for how an acquiring entity in a business combination recognizes and measures the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination. This statement is effective for business combinations in 2009.

In April 2009, the FASB issued FSP FAS 141(R)-1, which established a model similar to the one entities used under SFAS
No. 141(R), to account for preacquisition contingencies. This FSP is effective prospectively for business combinations in calendar year 2009.

Noncontrolling Interests in Consolidated Financial Statements:

In December 2007, the FASB also issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—An Amendment of ARB 51.” This statement clarifies that a noncontrolling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and noncontrolling interest, with disclosure on the face of the consolidated income statement of the amounts attributable to the parent and to the noncontrolling interest. This statement was effective for fiscal years beginning after December 15, 2008 (calendar year 2009), with presentation and disclosure requirements applied retrospectively to comparative financial statements. The Company included the requirements of this statement in the preparation of the accompanying financial statements.

Fair Value Measurements:

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosures about the use of fair value to measure assets and liabilities. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active markets.

 

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In February 2008, the FASB issued FSP FAS 157-2 which delayed the effective date of SFAS No. 157 for all nonrecurring fair value measurements of nonfinancial assets and liabilities until fiscal years beginning after November 15, 2008 (calendar year 2009). The Company partially adopted the provisions of this statement with respect to its financial assets and liabilities that are measured at fair value effective January 1, 2008 (see Note 13). The Company adopted the remaining provisions of SFAS No. 157 in the preparation of the accompanying financial statements.

In October 2008, the FASB issued FSP FAS 157-3, which clarifies the application of SFAS No. 157 in cases where the market for the asset is not active. FSP FAS 157-3 was effective upon issuance. The Company considered the guidance provided by this FSP in the preparation of the accompanying financial statements.

In April 2009, the FASB issued FSP FAS 157-4, in accordance with SFAS No. 157, “Fair Value Measurements,” which provides guidance on estimating the fair value of an asset or liability (financial or nonfinancial) when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions are not orderly. This FSP is effective for interim and annual periods ending after June 15, 2009.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, which expands the fair value disclosures required for all financial instruments within the scope of SFAS No. 107 to interim reporting periods. The disclosures required by this FSP must be provided in financial statements for the first reporting period ending after June 15, 2009. The Company intends to provide these disclosures beginning in the second quarter of 2009.

 

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NOTE 3 - EQUITY

A summary of the changes in equity for the quarters ended March 31, 2009 and 2008 is provided below:

 

     Quarter Ended March 31,  
     2009     2008  

In millions

   Total
International
Paper
Shareholders’
Equity
    Noncontrolling
Interest
    Total
Equity
    Total
International
Paper
Shareholders’
Equity
    Noncontrolling
Interest
    Total
Equity
 

Balance, January 1

   $ 4,169     $ 232     $ 4,401     $ 8,672     $ 228     $ 8,900  

Issuance of stock for various plans, net

     36       —         36       14       —         14  

Repurchase of stock

     (10 )     —         (10 )     —         —         —    

Common stock dividends ($0.25 per share)

     (112 )     —         (112 )     (112 )     —         (112 )

Dividends paid to noncontrolling interests by subsidiary

     —         (4 )     (4 )     —         (3 )     (3 )

Comprehensive income (loss):

            

Net earnings

     257       4       261       133       5       138  

Amortization of pension and
post-retirement prior service costs and net loss:

            

U.S. plans

     31       —         31       20       —         20  

Non-U.S. plans

     7       —         7       3       —         3  

Change in cumulative foreign currency translation adjustment

     (229 )     —         (229 )     246       4       250  

Net losses/gains on cash flow hedging derivatives:

            

Net (losses) gains arising during the period

     (22 )     —         (22 )     36       —         36  

Less: Reclassification adjustment for losses (gains) included in net income

     17       —         17       (13 )     —         (13 )
                        

Total comprehensive income

         65           434  
                                                

Balance, March 31

   $ 4,144     $ 232     $ 4,376     $ 8,999     $ 234     $ 9,233  
                                                

NOTE 4 - EARNINGS PER SHARE ATTRIBUTABLE TO INTERNATIONAL PAPER COMPANY COMMON SHAREHOLDERS

Basic earnings per common share from continuing operations are computed by dividing earnings from continuing operations by the weighted average number of common shares outstanding. Diluted earnings per common share from continuing operations are computed assuming that all potentially dilutive securities, including “in-the-money” stock options, were converted into common shares at the beginning of each period. In addition, the computation of diluted earnings per share reflects the inclusion of contingently convertible securities in periods where dilutive. A reconciliation of the amounts included in the computation of earnings per common share from continuing operations, and diluted earnings per common share from continuing operations is as follows:

 

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     Three Months Ended
March 31,

In millions, except per share amounts

   2009    2008

Earnings from continuing operations

   $ 257    $ 150

Effect of dilutive securities (a)

     —        —  
             

Earnings from continuing operations – assuming dilution

   $ 257    $ 150
             

Average common shares outstanding

     423.1      420.6

Effect of dilutive securities

     

Restricted performance share plan (a)

     —        2.6

Stock options (b)

     —        0.1
             

Average common shares outstanding – assuming dilution

     423.1      423.3
             

Basic earnings per common share from continuing operations

   $ 0.61    $ 0.36
             

Diluted earnings per common share from continuing operations

   $ 0.61    $ 0.35
             

 

(a) Securities are not included in the table in periods when antidilutive.

 

(b) Options to purchase 23.7 million shares and 25.4 million shares for the three months ended March 31, 2009 and 2008, respectively, were not included in the computation of diluted common shares outstanding because their exercise price exceeded the average market price of the Company’s common stock for each respective reporting period.

NOTE 5 - RESTRUCTURING CHARGES AND OTHER ITEMS

2009 :

Restructuring Charges and Other Charges

During the first quarter of 2009, restructuring and other charges totaling $83 million before taxes ($65 million after taxes) were recorded, including a $52 million charge before taxes ($32 million after taxes) for severance and benefits associated with the Company’s 2008 overhead reduction program, a $23 million charge before taxes ($28 million after taxes) for closure costs related to the Inverurie mill in Scotland, a $6 million charge before taxes ($4 million after taxes) for closure costs for the Franklin, Virginia, lumber mill, sheet converting plant and converting innovations center, and a $2 million pre-tax charge ($1 million after taxes) for costs associated with the reorganization of the Company’s Shorewood Packaging operations. Additionally, a $20 million charge was recorded related to certain tax adjustments (see Note 10).

Alternative Fuel Mixture Credits

The U.S. Internal Revenue Code provides a tax credit for companies that use alternative fuel mixtures to produce energy to operate their businesses. The credit, equal to $0.50 per gallon of alternative fuel contained in the mixture, is refundable to the taxpayer. In January 2009, the Company received notification that its application to be registered as an alternative fuel mixer had been approved. During the 2009 first quarter, the Company filed claims for alternative fuel mixture credits covering eligible periods subsequent to November 2008 totaling approximately $516 million that were recorded in Accounts and notes receivable, net, in the accompanying consolidated balance sheet, approximately $145 million of which was received in cash later in the quarter, and accrued approximately $42 million for estimated eligible alternative fuel usage through March 31, 2009 to be included in subsequent filings. Accordingly, the accompanying statement of operations for the three months ended March 31, 2009 includes a credit of approximately $540 million in Cost of products sold ($330 million after taxes), representing eligible alternative fuel mixture credits earned through March 31, 2009, less $18 million of associated expenses.

 

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2008 :

During the first quarter of 2008, restructuring and other charges totaling $42 million before taxes ($26 million after taxes) were recorded, including a $40 million charge before taxes ($25 million after taxes) for adjustments of legal reserves, a $5 million charge before taxes ($3 million after taxes) related to the reorganization of the Company’s Shorewood operations in Canada and a $3 million credit before taxes ($2 million after taxes) for adjustments to previously recorded reserves associated with the Company’s organizational restructuring programs.

NOTE 6 - ACQUISITIONS, EXCHANGES AND JOINT VENTURES

On August 4, 2008, International Paper completed the acquisition of the assets of Weyerhaeuser Company’s Containerboard, Packaging and Recycling business (CBPR) for $6 billion in cash, subject to post-closing adjustments. In June 2008, the Company had issued $3 billion of unsecured senior notes in anticipation of the CBPR business acquisition. The remainder of the purchase price was financed through borrowings under a $2.5 billion bank term loan, $0.4 billion of borrowings under a receivables securitization program and existing cash balances. CBPR’s financial position and operating results have been included in International Paper’s North American Industrial Packaging business from the date of acquisition.

The following table summarizes the preliminary allocation of the purchase price, plus direct acquisition costs, to the fair value of assets and liabilities acquired through March 31, 2009. The final allocation is expected to be completed by the end of the second quarter of 2009.

 

In millions

    

Cash and temporary investments

   $ 2

Accounts and notes receivable, net

     656

Inventory

     565

Other current assets

     9

Plants, properties and equipment, net

     4,872

Goodwill

     398

Other intangible assets

     65

Deferred charges and other assets

     59
      

Total assets acquired

     6,626
      

Accounts payable and accrued liabilities

     462

Deferred income taxes

     6

Other liabilities

     81
      

Total liabilities assumed

     549
      

Net assets acquired

   $ 6,077
      

The identifiable intangible assets acquired in connection with the CBPR acquisition included the following:

 

In millions

   Estimated
Fair Value
   Average
Remaining
Useful Life
(at acquisition date)

Asset Class:

     

Trade names

   $ 8    4 - 12 years

Patented technology

     15    4 - 12 years

Proprietary software

     16    4 - 5 years

Power agreements

     20    1 - 7 years

Water rights

     6    Indefinite
         

Total

   $ 65   
         

 

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Selling and administrative expenses for the 2009 first quarter included a $36 million charge before taxes ($22 million after taxes) for costs related to the CBPR business integration.

The following unaudited pro forma information for the three months ended March 31, 2008, presents the results of operations of International Paper as if the CBPR acquisition had occurred on January 1, 2008. This pro forma information does not purport to represent International Paper’s actual results of operations if the transaction described above would have occurred on January 1, 2008, nor is it necessarily indicative of future results.

 

In millions, except per share amounts

   Three Months Ended
March 31, 2008

Net sales

   $ 6,930

Earnings from continuing operations

     125

Net earnings

     108

Earnings from continuing operations per common share

     0.29

Net earnings per common share

     0.25

NOTE 7 - BUSINESSES HELD FOR SALE AND DIVESTITURES

Discontinued Operations:

2008 :

During the first quarter of 2008, the Company recorded a pre-tax charge of $25 million ($16 million after taxes) related to the final settlement of a post-closing adjustment to the purchase price received by the Company for the sale of its Beverage Packaging business, and a $2 million charge before taxes ($1 million after taxes) for operating losses related to certain wood products facilities.

Other Divestitures and Impairments:

2008 :

During the first quarter of 2008, a $1 million pre-tax credit ($1 million after taxes) was recorded to adjust previously estimated gains/losses of businesses previously sold.

NOTE 8 - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Temporary investments with an original maturity of three months or less are treated as cash equivalents and are stated at cost. Temporary investments totaled $763 million and $908 million at March 31, 2009 and December 31, 2008, respectively.

Inventories by major category were:

 

In millions

   March 31,
2009
   December 31,
2008

Raw materials

   $ 369    $ 405

Finished pulp, paper and packaging

     1,572      1,658

Operating supplies

     371      379

Other

     28      53
             

Total

   $ 2,340    $ 2,495
             

Accumulated depreciation was $15.7 billion at March 31, 2009 and $15.6 billion at December 31, 2008. The allowance for doubtful accounts was $120 million at March 31, 2009 and $121 million at December 31, 2008.

 

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The gross carrying amount of Intangible Assets , excluding goodwill, was $278 million ($238 million net of accumulated amortization) and $284 million ($246 million net of accumulated amortization) at March 31, 2009 and December 31, 2008, respectively. The Company recognized amortization expense of intangible assets of approximately $8 million for the first three months of both 2009 and 2008.

There was no material activity related to asset retirement obligations during either the first three months of 2009 or 2008.

Interest payments made during the three-month periods ended March 31, 2009 and 2008 were $89 million and $86 million, respectively. Capitalized interest costs were $3 million and $4 million for the three months ended March 31, 2009 and 2008, respectively. Total interest expense was $173 million for the first three months of 2009 and $99 million for the first three months of 2008. Interest income was $9 million and $18 million for the three months ended March 31, 2009 and 2008, respectively. Both interest expense and interest income in 2009 and 2008 exclude approximately $44 million and $74 million, respectively, related to investments in and borrowings from variable interest entities for which the Company has a legal right of offset. Distributions under preferred securities paid by Southeast Timber, Inc., a consolidated subsidiary of International Paper, were $2 million and $3 million during the first three months of 2009 and 2008, respectively. The expense related to these preferred securities was included as a component of Net earnings attributable to noncontrolling interests. Income tax payments of $1 million and $19 million were made during the first three months of 2009 and 2008, respectively.

Equity earnings, net of taxes includes the Company’s share of earnings from its investment in Ilim Holding S.A. (losses of $26 million and earnings of $17 million for the three months ended March 31, 2009 and 2008, respectively) and certain other smaller investments.

The components of the Company’s postretirement benefit cost were as follows:

 

     Three Months Ended
March 31,
 

In millions

   2009     2008  

Service cost

   $ 1     $ —    

Interest cost

     8       9  

Actuarial loss

     8       7  

Amortization of prior service cost

     (7 )     (9 )
                

Net postretirement benefit cost (a)

   $ 10     $ 7  
                

 

(a) Excludes a $1.5 million charge for the three-month period ended March 31, 2009 for termination benefits related to cost reduction programs recorded in Restructuring and other charges in the consolidated statement of operations.

NOTE 9 - GOODWILL

The following tables present changes in goodwill balances as allocated to each business segment for the three-month periods ended March 31, 2009 and 2008:

 

In millions

   Balance
December 31,
2008
   Reclassifications
and
Other (a)
    Additions/
(Reductions)
    Balance
March 31,
2009

Industrial Packaging

   $ 989    $ (1 )   $ 92   (b)   $ 1,080

Printing Papers

     537      2       (5 ) (c)     534

Consumer Packaging

     102      —         —         102

Distribution

     399      (2 )     —         397
                             

Total

   $ 2,027    $ (1 )   $ 87     $ 2,113
                             

 

(a) Represents the effects of foreign currency translations and reclassifications.

 

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(b) Reflects purchase accounting adjustments related to the CBPR acquisition.

 

(c) Reflects a reduction from tax benefits generated by the deduction of goodwill amortization for tax purposes in Brazil.

 

In millions

   Balance
December 31,
2007
   Reclassifications
and
Other (a)
   Additions/
(Reductions)
    Balance
March 31,
2008

Industrial Packaging

   $ 683    $ 3    $ —       $ 686

Printing Papers

     2,043      11      (7 )  (b)     2,047

Consumer Packaging

     530      4      —         534

Distribution

     394      —        (3 )     391
                            

Total

   $ 3,650    $ 18    $ (10 )   $ 3,658
                            

 

(a) Represents the effects of foreign currency translations and reclassifications.

 

(b) Reflects a reduction from tax benefits generated by the deduction of goodwill amortization for tax purposes in Brazil.

In the fourth quarter of 2008, the Company performed an interim test for possible goodwill impairment as of December 31, 2008, and recorded preliminary estimated impairment charges of $379 million, representing all of the goodwill for the U.S. Coated Paperboard business, and $1.3 billion, representing all of the goodwill for the U.S. Printing Papers business. During the first quarter of 2009, the Company finalized the testing for these businesses resulting in no changes to the recorded impairment charges.

NOTE 10 - INCOME TAXES

International Paper adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), on January 1, 2007. At December 31, 2008, cumulative unrecognized tax benefits under the provisions of FIN 48 totaled $435 million. During the first quarter of 2009, due to current period transactions, unrecognized tax benefits increased by $9 million to $444 million and accrued estimated interest and tax penalties increased by $4 million to $78 million. The Company currently estimates that, as a result of ongoing discussions, pending tax settlements and expirations of statutes of limitations, the amount of unrecognized tax benefits could be reduced by approximately $160 million during the next 12 months.

During the 2009 first quarter, the Company recorded in income tax expense charges totaling $20 million, consisting of a $14 million adjustment of deferred income taxes relating to incentive compensation payments during the quarter and a $6 million charge relating to recent state income tax legislation.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

In May 2008, a recovery boiler at the Company’s Vicksburg, Mississippi facility exploded, resulting in one fatality and injuries to employees of contractors working on the site. The Company has been served with several lawsuits and is on notice of additional claims, and currently believes that it has adequate insurance to resolve these lawsuits and other claims. The Company believes that the settlement of these lawsuits will not have a material adverse effect on its consolidated financial statements.

Exterior Siding and Roofing Litigation:

International Paper has established reserves relating to the settlement, during 1998 and 1999, of three nationwide class action lawsuits against the Company and Masonite Corp., a former wholly-owned subsidiary of the Company. Those settlements relate to (1) exterior hardboard siding installed during the 1980’s (the 1980’s Hardboard Claims) and during the 1990’s (the 1990’s Hardboard Claims, and together with the 1980’s Hardboard Claims, the Hardboard Claims); (2) Omniwood siding installed during the 1990’s (the Omniwood Claims); and (3) Woodruf roofing installed during the 1980’s and 1990’s (the Woodruf Claims). Each of these settlements is discussed in detail in Note 11, Commitments and Contingent Liabilities, to the financial statements included in International Paper’s 2008 10-K. All Hardboard Claims were required to be made by January 15, 2008, while all Omniwood and Woodruf Claims were required to be made by January 6, 2009.

 

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The following table presents an analysis of the net reserve activity for these actions for the three-month period ended March 31, 2009:

 

In millions

   Hardboard     Omniwood     Woodruf     Total  

Balance, December 31, 2008

   $ 6     $ 29     $ 6     $ 41  

Payments

     (6 )     (8 )     (1 )     (15 )
                                

Balance, March 31, 2009

   $ —       $ 21     $ 5     $ 26  
                                

Other Legal Matters:

International Paper is involved in various other inquiries, administrative proceedings and litigation relating to contracts, sales of property, intellectual property, environmental protection, tax, antitrust, personal injury, labor and employment and other matters, some of which allege substantial monetary damages. While any proceeding or litigation has the element of uncertainty, the Company believes that the outcome of any of the lawsuits or claims that are pending or threatened, or all of them combined, will not have a material adverse effect on its consolidated financial statements.

NOTE 12 - DEBT

In March 2009, International Paper Investments (Luxembourg) S.a.r.l, a wholly-owned subsidiary of International Paper, borrowed $468 million of long-term debt with an initial interest rate of LIBOR plus a margin of 450 basis points, that can vary depending upon the credit rating of the Company, and a maturity date in March 2012. International Paper used the $468 million of proceeds from the loan and cash of approximately $170 million to repay its 500 million euro-denominated debt (equivalent to $638 million at date of payment) with an original maturity date in August 2009. Other debt activities in the first quarter of 2009 included the repayment of approximately $366 million of notes with interest rates ranging from 4.25% to 5.0% that had matured.

Also in the first quarter of 2009, International Paper terminated an interest rate swap with a notional value of $100 million designated as a fair value hedge, resulting in a gain of $11 million that was deferred and recorded in Long-term debt in the accompanying consolidated balance sheet. As the swap agreement was terminated early, the resulting gain will be amortized over the life of the related debt through April 2016.

At March 31, 2009 and December 31, 2008, International Paper classified $100 million and $796 million, respectively, of commercial paper and bank notes and Current maturities of long-term debt as Long-term debt. International Paper has the intent and ability, as evidence by its contractually committed credit facility, to renew or convert these obligations.

Maintaining an investment-grade credit rating is an important element of International Paper’s financing strategy. At March 31, 2009, the Company held long-term credit ratings of BBB (negative outlook) and Baa3 (negative outlook) by Standard and Poor’s (S&P) and Moody’s Investor Services (Moody’s), respectively. The Company currently has short-term credit ratings of A-3 and P-3 by S&P and Moody’s, respectively.

NOTE 13 - DERIVATIVES AND HEDGING ACTIVITIES

International Paper periodically uses derivatives and other financial instruments to hedge exposures to interest rate, commodity and currency risks. International Paper does not hold or issue financial instruments for trading purposes. For hedges that meet the criteria under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” International Paper, at inception, formally designates and documents the instrument as a fair value hedge, a cash flow hedge or a net investment hedge of a specific underlying

 

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exposure, as well as the risk management objective and strategy for undertaking each hedge transaction. Derivatives are recorded in the consolidated balance sheet at fair value, determined using available market information or other appropriate valuation methodologies, in Other current assets, Other assets, Other accrued liabilities and Other liabilities. The earnings impact resulting from changes in the fair value of derivative instruments is recorded in the same line item in the consolidated statement of operations as the underlying exposure being hedged or in Other comprehensive income for derivatives that qualify as cash flow hedges. Any ineffective portion of a financial instrument’s change in fair value is recognized currently in earnings together with changes in the fair value of any derivatives not designated as hedges.

Foreign exchange contracts are used by International Paper to offset the earnings impact relating to the variability in exchange rates on certain monetary assets and liabilities denominated in non-functional currencies and are not designated as hedges. Changes in the fair value of these instruments, recognized currently in earnings to offset the remeasurement of the related assets and liabilities, were not significant.

Fair Value Hedges

For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in earnings.

International Paper utilizes interest rate swaps as fair value hedges of the benchmark interest rates of fixed rate debt. At March 31, 2009 and December 31, 2008, the outstanding notional amounts of interest rate swap agreements that qualify as fully effective fair value hedges under SFAS No. 133 were approximately $34 million and $484 million, respectively.

In the first quarter of 2009, an interest rate swap agreement designated as a fair value hedge with a notional value of $100 million was terminated. The termination was not in connection with early retirement of debt. The resulting gain of $11 million was deferred and recorded in Long-term debt and will be amortized as an adjustment of interest expense over the life of the underlying debt through 2016.

Cash Flow Hedges

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of Other comprehensive income (OCI) and reclassified into earnings in the same period or periods in which the hedged transaction affects earnings. Financial instruments designated as cash flow hedges are assessed both at inception and quarterly thereafter to ensure they are effective in offsetting changes in the cash flows of the related underlying exposures. The fair value of the hedge instruments are reclassified out of OCI to earnings if the hedge ceases to be highly effective or if the hedged transaction is no longer probable.

International Paper utilizes interest rate swaps as cash flow hedges of the benchmark interest rate of future interest payments. At March 31, 2009 and December 31, 2008, the outstanding notional amounts of interest rate swap agreements that qualify as cash flow hedges under SFAS No. 133 were approximately $1 billion. As of March 31, 2009, these contracts had maturities of two years or less. Losses of $15 million after taxes are expected to be reclassified to earnings within the next 12 months.

To minimize volatility in earnings due to large fluctuations in the price of commodities, International Paper utilizes swap contracts to manage risks associated with market fluctuations in energy prices. These contracts are designated as cash flow hedges of forecasted commodity purchases. As of March 31, 2009, the hedged volumes of these energy contracts totaled one million barrels of fuel oil and 23 million MMBTU (Million British Thermal Units) of natural gas. As of December 31, 2008, the hedged volumes totaled one million barrels of fuel oil and 21 million MMBTUs of natural gas. These contracts had maturities of three years or less as of March 31, 2009. Losses of $35 million after taxes are expected to be reclassified to earnings within the next 12 months.

 

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Foreign exchange contracts (including forward, swap and purchase option contracts) are also used as cash flow hedges of certain forecasted transactions denominated in foreign currencies, to manage volatility associated with these transactions and to protect International Paper from currency fluctuations between the contract date and ultimate settlement. As of March 31, 2009, these contracts have maturities of one year or less, with expected losses totaling $12 million after taxes to be reclassified to earnings. As of March 31, 2009 and December 31, 2008, the following outstanding foreign exchange contracts were entered into as cash flow hedges of forecasted transactions:

 

In millions

   March 31
2009
   December 31,
2008
Sell / Buy    Sell Notional    Sell Notional

European euro / Brazilian real

   17    21

US dollar / Brazilian real

   127    166

European euro / Polish zloty

   73    96

Fair Value Measurements

International Paper applies the provisions of SFAS No. 157 to its financial assets and liabilities that are recorded at fair value, which consist of derivative contracts, including interest rate swaps, foreign currency forward contracts, and other financial instruments that are used to hedge exposures to interest rate, commodity and currency risks. SFAS No. 157 sets out a fair value hierarchy that groups fair value measurement inputs into three classifications: Level 1, Level 2 and Level 3. Level 1 inputs are quoted prices in an active market for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. All of International Paper’s fair value measurements use Level 2 inputs. The following table provides a summary of the impact of our derivative instruments in the consolidated balance sheet:

Fair Value Measurements

Level 2 – Significant Other Observable Inputs

 

     Assets     Liabilities  

In millions

   March 31, 2009     December 31, 2008     March 31, 2009     December 31, 2008  

Derivatives designated as hedging instruments under SFAS 133

        

Interest rate contracts – fair value

   $ 4   (a)   $ 27   (b)   $ —       $ —    

Interest rate contracts – cash flow

     —         —         35   (c)     39   (c)

Commodity contracts - cash flow

     2   (a)     —         87   (d)     75   (e)

Foreign exchange contracts – cash flow

     11   (f)     27   (f)     33   (g)     47   (g)
                                

Total derivatives designated as hedging instruments under SFAS 133

   $ 17     $ 54     $ 155     $ 161  
                                

Derivatives not designated as hedging instruments under SFAS 133

        

Interest rate contracts

   $ —       $ —       $ 8   (c)   $ 8   (c)

Embedded derivatives

     8   (a)     8   (a)     —         —    

Foreign exchange contracts

     6   (f)     40   (f)     8   (g)     19   (g)
                                

Total derivatives not designated as hedging instruments under SFAS 133

   $ 14     $ 48     $ 16     $ 27  
                                

Total derivatives

   $ 31     $ 102     $ 171     $ 188  
                                

 

(a) Included in Deferred charges and other assets in the accompanying consolidated balance sheet.

 

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(b) Includes $2 million recorded in Other current assets, $3 million recorded in Accounts and notes receivable, net and $22 million recorded in Deferred charges and other assets in the accompanying consolidated balance sheet.

 

(c) Included in Other liabilities in the accompanying consolidated balance sheet.

 

(d) Includes $58 million recorded in Other accrued liabilities and $29 million recorded in Other liabilities in the accompanying consolidated balance sheet.

 

(e) Includes $47 million recorded in Other accrued liabilities and $28 million recorded in Other liabilities in the accompanying consolidated balance sheet.

 

(f) Included in Other current assets in the accompanying consolidated balance sheet.

 

(g) Included in Other accrued liabilities in the accompanying consolidated balance sheet.

The following table provides the change in Accumulated other comprehensive income, net of tax, related to derivative instruments:

 

     Gain or (Loss)
Recognized in OCI
(Effective Portion)
  

Location of Gain or (Loss)
Reclassified from
OCI into Income

(Effective Portion)

   (Gain) or Loss
Reclassified from
OCI into Income
(Effective Portion)
 
     2009     2008       2009    2008  

Interest rate contracts

   $ (1 )   $ —      Interest expense, net    $ 5    $ —    

Commodity contracts

     (15 )     22    Cost of products sold      9      —    

Foreign exchange contracts

     (6 )     14    Cost of products sold      3      (13 )
                                 

Total

   $ (22 )   $ 36       $ 17    $ (13 )
                                 

Credit-Risk-Related Contingent Features

International Paper evaluates credit risk by monitoring its exposure with each counterparty to ensure that exposure stays within acceptable policy limits. Credit risk is also mitigated by contractual provisions with the majority of our banks. Most of the contracts include a credit support annex that requires the posting of collateral by the counterparty or International Paper based on each party’s rating and level of exposure. Based on the Company’s current credit rating, the collateral threshold is generally $10 million. If the lower of the Company’s credit rating by Moody’s or S&P were to drop below investment grade, the Company would be required to post collateral for all derivatives in a net liability position, although no derivatives would terminate. The fair values of derivative instruments containing credit-risk-related contingent features in a net liability position were $118 million as of March 31, 2009 and $109 million as of December 31, 2008. In addition, existing derivative contracts provide for netting across all derivative positions in the event a counterparty defaults on a payment obligation. International Paper currently does not expect any of the counterparties to default on their obligations.

NOTE 14 - RETIREMENT PLANS

International Paper maintains pension plans that provide retirement benefits to substantially all salaried U.S. employees hired prior to July 1, 2004 and substantially all hourly and union employees regardless of hire date. These employees generally are eligible to participate in the plans upon completion of one year of service and attainment of age 21. Employees hired after June 30, 2004, who are not eligible for these pension plans, receive an additional company contribution to their individual savings plans.

The pension plans provide defined benefits based on years of credited service and either final average earnings (salaried employees), hourly job rates or specified benefit rates (hourly and union employees). A detailed discussion of these plans is presented in Note 16 to the financial statements included in International Paper’s 2008 10-K.

 

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Net periodic pension expense for our qualified and nonqualified U.S. defined benefit plans consisted of the following:

 

     Three Months Ended
March 31,
 

In millions

   2009     2008  

Service cost

   $ 31     $ 25  

Interest cost

     137       133  

Expected return on plan assets

     (158 )     (167 )

Actuarial loss

     44       30  

Amortization of prior service cost

     7       7  
                

Net periodic pension expense (a)

   $ 61     $ 28  
                

 

(a) Excludes a charge of $31 million for the three-month period ended March 31, 2009 for termination benefits related to cost reduction programs recorded in Restructuring and other charges in the consolidated statement of operations.

The Company’s funding policy for its qualified pension plans is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that the Company may determine to be appropriate considering the funded status of the plan, tax deductibility, the cash flows generated by the Company, and other factors. The Company has no obligation to fund its domestic qualified plan in 2009. The Company continually reassesses the amount and timing of any discretionary contributions. The nonqualified defined benefit plans are funded to the extent of benefit payments, which totaled $7 million through March 31, 2009.

NOTE 15 - STOCK-BASED COMPENSATION

International Paper has a Long-Term Incentive Compensation Plan (LTICP) that includes a performance share program, a service-based restricted stock award program, an executive continuity award program that provides for tandem grants of restricted stock and stock options, and a stock option program that has been discontinued as described below. The LTICP is administered by the Management Development and Compensation Committee of the Board of Directors (the Committee). Non-employee directors are not eligible for awards under the LTICP. A detailed discussion of these plans is presented in Note 18 to the financial statements included in International Paper’s 2008 10-K. As of March 31, 2009, 26.8 million shares were available for grant under the LTICP.

Total stock-based compensation cost recognized in Selling and administrative expenses in the accompanying consolidated statement of operations for the three months ended March 31, 2009 and 2008 was $17 million and $29 million, respectively. The actual tax deduction realized for stock-based compensation costs related to non-qualified stock options was $0 and $19,000 for the three-month periods ended March 31, 2009 and 2008, respectively. The actual tax deduction realized for stock-based compensation costs related to restricted and performance shares was $28 million and $130 million for the three-month periods ended March 31, 2009 and 2008, respectively. At March 31, 2009, $74 million, net of estimated forfeitures, of compensation cost related to unvested restricted performance shares, executive continuity awards and restricted stock attributable to future performance had not yet been recognized. This amount will be recognized in expense over a weighted-average period of 1.5 years.

Performance-Based Restricted Share Program:

Under the Performance Share Program (PSP), contingent awards of International Paper common stock are granted by the Committee to approximately 1,100 employees. Awards are earned based on the achievement of defined performance rankings of return on investment (ROI) and total shareholder return (TSR) compared to peer groups. Awards are weighted 75% for ROI and 25% for TSR for all participants except for officers for whom awards are weighted 50% for ROI and 50% for TSR. The ROI component of the PSP awards is valued at the closing stock price on the day prior to the grant date. As the ROI component contains a

 

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performance condition, compensation expense, net of estimated forfeitures, is recorded over the requisite service period based on the most probable number of awards expected to vest. The TSR component of the PSP awards is valued using a Monte Carlo simulation as the TSR component contains a market condition. The Monte Carlo simulation estimates the fair value of the TSR component based on the expected term of the award, the risk-free rate, expected dividends, and the expected volatility for the Company and its competitors. The expected term was estimated based on the vesting period of the awards, the risk-free rate was based on the yield on U.S. Treasury securities matching the vesting period, the expected dividends were assumed to be zero for all companies, and the volatility was based on the Company’s historical volatility over the expected term.

PSP awards issued to certain members of senior management are liability awards, which are required to be remeasured at fair value at each balance sheet date. The valuation of these PSP liability awards is computed based on the same methodology as other PSP awards.

The following table sets forth the assumptions used to determine compensation cost for the market condition component of the PSP consistent with the requirements of SFAS No. 123(R):

 

     Three Months Ended
March 31, 2009
    Three Months Ended
March 31, 2008
 

Expected volatility

   33.83% - 89.60 %   19.57% -25.46 %

Risk-free interest rate

   0.540% - 1.274 %   1.199% -3.497 %

The following summarizes the activity for PSP for the three months ended March 31, 2009:

 

     Nonvested
Shares
    Weighted Average
Grant Date
Fair Value

Outstanding at December 31, 2008

   6,254,256     $ 32.69

Granted

   4,097,913       19.08

Shares Issued (a)

   (3,111,896 )     33.67

Forfeited

   (170,022 )     26.24
            

Outstanding at March 31, 2009

   7,070,251     $ 24.53
            

 

(a) Includes 121,496 shares held for payout at the end of the performance period.

Stock Option Program:

The Company discontinued its stock option program in 2004 for members of executive management, and in 2005 for all other eligible U.S. and non-U.S. employees.

A summary of option activity under the plan as of March 31, 2009 is presented below:

 

     Options     Weighted
Average
Exercise
Price
   Weighted
Average
Remaining Life
(years)
   Aggregate
Intrinsic
Value
(millions)

Outstanding at December 31, 2008

   25,093,122     $ 39.68      

Granted

   —         —        

Exercised

   —         —        

Forfeited

   (52,433 )     43.34      

Expired

   (1,363,910 )     41.24      
                        

Outstanding at March 31, 2009

   23,676,779     $ 39.58    3.5    $ —  
                        

All options were fully vested and exercisable as of March 31, 2009.

 

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Executive Continuity and Restricted Stock Award Program:

The following summarizes the activity of the Executive Continuity and Restricted Stock Award Program for the three months ended March 31, 2009:

 

     Nonvested
Shares
   Weighted Average
Grant Date
Fair Value

Outstanding at December 31, 2008

   102,000    $ 35.11

Granted

   5,000      11.80

Shares Issued

   —        —  

Forfeited

   —        —  
           

Outstanding at March 31, 2009

   107,000    $ 34.03
           

NOTE 16 - SUBSEQUENT EVENT

On May 4, 2009, the Company announced that it had priced $1.0 billion of 9.35% senior unsecured notes due in 2019. The Company intends to use the net proceeds from the sale of the notes primarily to repay and extend the maturities of other long-term debt.

 

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INTERNATIONAL PAPER COMPANY

Financial Information by Industry Segment

(Unaudited)

(In millions)

Sales by Industry Segment

 

     Three Months Ended
March 31,
 
     2009     2008  

Industrial Packaging

   $ 2,180     $ 1,445  

Printing Papers

     1,325       1,715  

Consumer Packaging

     715       770  

Distribution

     1,590       1,985  

Forest Products

     5       25  

Corporate and Inter-segment Sales

     (147 )     (272 )
                

Net Sales

   $ 5,668     $ 5,668  
                

Operating Profit by Industry Segment

 

    Three Months Ended
March 31,
 
    2009     2008  

Industrial Packaging

  $ 360 (2,3)   $ 97  

Printing Papers

    312 (2,4)     185  

Consumer Packaging

    112 (2,5)     9 (5)

Distribution

    (7 )     16  

Forest Products

    2       25  
               

Operating Profit (1)

    779       332  

Interest expense, net

    (164 )     (81 )

Noncontrolling interest/equity earnings adjustment (6)

    6       4  

Corporate items, net

    (51 )     (21 )

Restructuring and other charges

    (52 )     (37 )

Net (gains) losses on sales and impairments of businesses

    —         1  
               

Earnings from continuing operations before income taxes and equity earnings

  $ 518     $ 198  
               

Equity earnings, net of taxes – Ilim Holding S.A. (1)

  $ (26 )   $ 17  
               

 

(1) In addition to the operating profits shown above, International Paper recorded an equity loss, net of taxes, of $26 million for the three months ended March 31, 2009, and equity earnings, net of taxes, of $17 million for the three months ended March 31, 2008 related to its equity investment in Ilim Holding S.A., a separate reportable industry segment.

 

(2) Includes first-quarter 2009 gains of $208 million for the Industrial Packaging segment, $240 million for the Printing Papers segment and $92 million for the Consumer Packaging segment relating to alternative fuel mixture credits.

 

(3) Includes a charge of $36 million for the three months ended March 31, 2009 for CBPR integration costs.

 

(4) Includes charges of $23 million and $6 million for the three months ended March 31, 2009 for the closure of the Inverurie, Scotland, mill and the shutdown of the Franklin, Virginia lumber mill, sheet converting plant and converting innovations center, respectively.

 

(5) Includes charges of $2 million and $5 million for the three months ended March 31, 2009 and 2008, respectively, related to the reorganization of the Company’s Shorewood operations.

 

(6) Operating profits for industry segments include each segment’s percentage share of the profits of subsidiaries included in that segment that are less than wholly owned. The pre-tax noncontrolling interest and equity earnings for these subsidiaries are included here to present consolidated earnings before income taxes and equity earnings.

 

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INTERANTIONAL PAPER COMPANY

Sales Volumes By Product (1) (2)

(Unaudited)

 

     Three Months Ended
March 31,

In thousands of short tons

   2009    2008

Industrial Packaging

     

Corrugated Packaging (3)

   1,776    882

Containerboard (3)

   471    506

Recycling (3)

   595    —  

Saturated Kraft

   21    46

Bleached Kraft

   13    19

European Industrial Packaging

   270    295

Asia Industrial Packaging

   88    138
         

Industrial Packaging

   3,234    1,886
         

Printing Papers

     

U.S. Uncoated Papers

   693    910

European and Russian Uncoated Papers

   370    373

Brazilian Uncoated Papers

   180    210

Asian Uncoated Papers

   3    8
         

Uncoated Papers

   1,246    1,501
         

Market Pulp (4)

   317    354
         

Consumer Packaging

     

U.S. Coated Paperboard

   290    400

European Coated Paperboard

   87    81

Asia Coated Paperboard

   189    125

Other Consumer Packaging

   46    41
         

Consumer Packaging

   612    647
         

 

(1) Sales volumes include third party and inter-segment sales and exclude sales of equity investees.

 

(2) Sales volumes for divested businesses are included through the date of sale, except for discontinued operations.

 

(3) Includes CBPR volumes from date of acquisition in August 2008.

 

(4) Includes internal sales to mills.

Sales Volumes represent supplemental information that is not included in Part I, Item 1. Financial Information.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EXECUTIVE SUMMARY

Despite difficult economic conditions during the 2009 first quarter, International Paper Company posted solid operating results. Sales volumes declined compared with the 2008 fourth quarter as we continued to match our production to customer orders while controlling our inventory levels. Our manufacturing operations ran very efficiently, and we realized more than $30 million of overhead cost savings. While average price realizations declined modestly, input costs for raw materials and energy and freight costs were also lower. We generated solid operating cash flow, enabling us to reduce debt balances by $550 million during the quarter, and an additional $390 million in April.

Looking ahead to the second quarter, we expect to continue to face a challenging economic environment. Demand for packaging, printing papers and market pulp improved slightly in early April, although it is unclear if this improvement will prove to be sustainable. Costs for fiber, energy, chemicals and freight should continue to decline. Maintenance outage costs will increase significantly in the second quarter reflecting a seasonal increase in planned maintenance activity, although manufacturing operations should remain strong. Equity earnings from our Ilim joint venture in Russia will be below first-quarter levels, principally due to larger unfavorable U.S. dollar debt currency remeasurement charges. Thus, in summary, we expect that operating earnings for the second quarter will be below first-quarter levels.

RESULTS OF OPERATIONS

For the first quarter of 2009, International Paper Company reported net sales of $5.7 billion, compared with $5.7 billion in the first quarter of 2008 and $6.5 billion in the fourth quarter of 2008.

Net earnings attributable to International Paper totaled $257 million, or $0.61 per share, in the 2009 first quarter. This compared with earnings of $133 million, or $0.31 per share, in the first quarter of 2008 and a loss of $1.8 billion, or $4.25 per share, in the fourth quarter of 2008.

 

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LOGO

Earnings from continuing operations attributable to International Paper Company (excluding noncontrolling interests) were $257 million in the first quarter of 2009 compared with $150 million in the first quarter of 2008 and a loss of $1.8 billion in the 2008 fourth quarter. Compared with the first quarter of 2008, earnings in the 2009 first quarter benefited from higher average price realizations ($37 million), earnings from the CBPR business acquired in the 2008 third quarter ($81 million), and lower operating costs and a more favorable mix of products sold ($131 million). These benefits were offset by lower sales volumes and higher lack-of-order downtime ($219 million), higher mill outage costs ($14 million), higher raw material and freight costs ($19 million), lower earnings from land sales ($16 million), higher net interest expense ($56 million), higher corporate items and other costs ($21 million), and a higher income tax provision ($2 million) reflecting a higher estimated effective tax rate in 2009. Equity earnings, net of taxes, relating to International Paper’s investment in Ilim Holding S.A. were $43 million lower in the 2009 first quarter than in the 2008 first quarter. Net special items were a gain of $223 million in the 2009 first quarter, reflecting a $330 million after-tax gain from alternative fuel mixture credits, versus a loss of $25 million in the first quarter of 2008.

Compared with the fourth quarter of 2008, earnings from continuing operations benefited from lower manufacturing costs ($64 million) and lower raw material and freight costs ($95 million). These benefits were more than offset by lower average price realizations ($18 million), lower sales volumes and higher lack-of-order downtime ($93 million), lower earnings from land sales ($28 million), higher mill outage costs ($15 million), increased corporate items and other costs ($20 million), and a higher income tax provision ($9 million) reflecting a higher estimated effective tax rate in 2009. Net interest expense decreased ($20 million). Fourth-quarter 2008 earnings included income of approximately $26 million after taxes related to the final

 

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insurance settlement for the Vicksburg mill recovery boiler explosion. Equity earnings, net of taxes, for Ilim Holding S.A. decreased by $26 million versus the fourth quarter. Net special items were a gain of $223 million in the 2009 first quarter versus a loss of $1.9 billion in the fourth quarter of 2008, which included a $1.8 billion goodwill impairment charge.

To measure the performance of the Company’s business segments from period to period without variations caused by special or unusual items, International Paper’s management focuses on business segment operating profit. This is defined as earnings before taxes, and equity earnings and noncontrolling interests net of taxes, excluding interest expense, corporate charges and special items that include restructuring charges, gains (losses) on sales and impairments of businesses, and the reversal of reserves no longer required.

The following table presents a reconciliation of net earnings attributable to International Paper Company to its operating profit:

 

     Three Months Ended  
     March 31,     December 31,
2008
 

In millions

   2009     2008    

Net Earnings (Loss) Attributable to International Paper Company

   $ 257     $ 133     $ (1,791 )

Deduct – Discontinued operations:

      

Earnings (loss) from operations

     —         1       (5 )

Loss on sales or impairments

     —         16       —    
                        

Earnings (Loss) From Continuing Operations Attributable to International Paper Company

     257       150       (1,796 )

Add back (deduct):

      

Income tax provision (benefit)

     230       59       (112 )

Equity earnings, net of taxes

     27       (16 )     2  

Noncontrolling interests, net of taxes

     4       5       (12 )
                        

Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings

     518       198       (1,918 )

Interest expense, net

     164       81       186  

Noncontrolling interests / equity earnings included in operations

     (6 )     (4 )     13  

Corporate items

     51       21       21  

Special items:

      

Restructuring and other charges

     52       37       53  

Impairments of goodwill

     —         —         1,777  

Net gains on sales and impairments of businesses

     —         (1 )     —    
                        
   $ 779     $ 332     $ 132  
                        

Industry Segment Operating Profit

      

Industrial Packaging

   $ 360     $ 97     $ 111  

Printing Papers

     312       185       (40 )

Consumer Packaging

     112       9       (3 )

Distribution

     (7 )     16       26  

Forest Products

     2       25       38  
                        

Total Industry Segment Operating Profit (1)

   $ 779     $ 332     $ 132  
                        

 

(1) In addition to operating profit shown above, International Paper recorded an equity loss, net of taxes, of $26 million for the three months ended March 31, 2009, and equity earnings, net of taxes, of $17 million for the three months ended March 31, 2008 and $0 million for the three months ended December 31, 2008, related to its investment in Ilim Holding S.A., a separate reportable industry segment.

 

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Industry Segment Operating Profit

LOGO

Industry segment operating profits of $779 million in the 2009 first quarter were higher than both the $332 million in the 2008 first quarter and the $132 million in the 2008 fourth quarter. Compared with the first quarter of 2008, earnings in the current quarter benefited from significantly higher average price realizations ($54 million), earnings from the CBPR business acquired in the 2008 third quarter ($119 million) and lower operating costs and a more favorable mix of products sold ($192 million). These benefits were offset by lower sales volumes and increased lack-of-order downtime ($320 million), higher mill outage costs ($20 million), higher raw material and freight costs ($28 million), lower gains from land sales ($23 million), and higher corporate items and other costs ($5 million). Special items consisted of a gain of $473 million in the 2009 first quarter, including a pre-tax gain of $540 million from alternative fuel mixture credits, compared with a loss of $5 million in the 2008 first quarter.

Compared with the 2008 fourth quarter, operating profits benefited from lower manufacturing costs ($83 million) and lower raw material and freight costs ($124 million). These benefits were offset by lower average price realizations ($24 million), lower sales volumes and increased lack-of-order downtime ($121 million), higher mill outage costs ($20 million), and lower gains from land sales ($36 million). Corporate items and

 

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other costs decreased ($9 million). Fourth-quarter 2008 earnings included income of approximately $33 million related to the final insurance settlement for the Vicksburg mill recovery boiler explosion. Special items consisted of a gain of $473 million in the 2009 first quarter versus a loss of $192 million in the fourth quarter of 2008.

During the 2009 first quarter, International Paper took approximately 1,220,000 tons of downtime, including 1,075,000 tons that were market-related, compared with approximately 120,000 tons of downtime in the first quarter of 2008, which included 17,000 tons of market-related downtime. During the 2008 fourth quarter, International Paper took approximately 1,080,000 tons of downtime, including 998,000 tons that were market-related. Market-related downtime is taken to balance internal supply with our customer demand to help manage inventory levels, while maintenance downtime, which makes up the majority of the difference between total downtime and market-related downtime, is taken periodically during the year.

Discontinued Operations

2008 :

During the first quarter of 2008, the Company recorded a pre-tax charge of $25 million ($16 million after taxes) related to the final settlement of a post-closing adjustment of the purchase price received by the Company for the sale of its Beverage Packaging business, and a $2 million charge before taxes ($1 million after taxes) for operating losses related to certain wood products facilities.

Income Taxes

The income tax provision was $230 million for the 2009 first quarter. Excluding a $14 million expense attributable to an adjustment of deferred income taxes relating to incentive compensation payments, a $6 million expense relating to recent state income tax legislative changes and an expense of $178 million relating to the tax effects of special items, the effective income tax rate for continuing operations was 33% for the quarter.

In the 2008 fourth quarter there was an income tax benefit of $112 million. Excluding a $40 million benefit relating to the restructuring of the Company’s international operations and a benefit of $96 million relating to the tax effects of special items, the effective tax rate for continuing operations was 23% for the quarter.

The income tax provision totaled $59 million in the 2008 first quarter. Excluding a $16 million benefit related to the tax effects of special items, the effective income tax rate for continuing operations before special items was 31.5%.

Interest Expense and Corporate Items

Net interest expense for the 2009 first quarter was $164 million compared with $186 million for the 2008 fourth quarter and $81 million for the 2008 first quarter. The higher net expense compared with the prior year reflects the issuance of $6 billion of debt, mainly in connection with the acquisition of the CBPR business. The decrease compared with the 2008 fourth quarter reflects repayments of debt during the last two quarters.

Corporate items, net, of $51 million in the 2009 first quarter were higher than the $21 million of net expense in both the 2008 fourth quarter and 2008 first quarter due to increased 2009 pension expenses. Overhead charges allocated to industry segments in the first quarter of 2009 were $23 million higher than in the fourth quarter of 2008 reflecting higher benefit-related costs, partially offset by lower inventory-related and workers’ compensation costs. Overhead charges allocated to industry segments in the first quarter of 2009 were $18 million lower than in the first quarter of 2008 due to lower inventory-related costs.

 

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Special Items

Restructuring and Other Charges

2009 :

During the first quarter of 2009, restructuring and other charges totaling $83 million before taxes ($65 million after taxes) were recorded, including a $52 million charge before taxes ($32 million after taxes) for severance and benefits associated with the Company’s 2008 overhead reduction program, a $23 million charge before taxes ($28 million after taxes) for closure costs related to the Inverurie mill in Scotland, a $6 million charge before taxes ($4 million after taxes) related to the shutdown of certain operations at the Franklin, Virginia mill, and a $2 million charge before taxes ($1 million after taxes) for costs associated with the reorganization of the Company’s Shorewood Packaging operations. Additionally, a $20 million charge was recorded for certain tax adjustments
(see Note 10).

2008 :

During the first quarter of 2008, restructuring and other charges totaling $42 million before taxes ($26 million after taxes) were recorded, including a $40 million charge before taxes ($25 million after taxes) for adjustments of legal reserves, a $5 million charge before taxes ($3 million after taxes) related to the reorganization of the Company’s Shorewood operations in Canada and a $3 million credit before taxes ($2 million after taxes) for adjustments to previously recorded reserves associated with the Company’s organizational restructuring programs.

Net Gains on Sales and Impairments of Businesses

2008 :

During the first quarter of 2008, a $1 million pre-tax credit ($1 million after taxes) was recorded to adjust previously estimated gains/losses of businesses previously sold.

BUSINESS SEGMENT OPERATING RESULTS

The following presents business segment discussions for the first quarter of 2009.

Industrial Packaging

 

     2009    2008

In millions

   1 st  Quarter    1 st  Quarter    4 th  Quarter

Sales

   $ 2,180    $ 1,445    $ 2,455

Operating Profit

     360      97      111

Industrial Packaging net sales for the first quarter of 2009 were 11% lower than in the fourth quarter of 2008 and 51% higher than in the first quarter of 2008. Operating profits in the first quarter of 2009 included a gain of $208 million relating to alternative fuel mixture credits and $36 million for CBPR integration costs, while operating profits in the fourth quarter of 2008 included $34 million of CBPR integration and other closure costs. Excluding these items, operating profits in the first quarter of 2009 were 30% higher than in the fourth quarter of 2008 and 94% higher than in the first quarter of 2008. Sales and profits for the 2009 first quarter and 2008 fourth quarter include the operating results of the CBPR business acquired on August 4, 2008.

North American Industrial Packaging net sales were $1.9 billion in the first quarter of 2009 compared with $2.1 billion in the fourth quarter of 2008 and $1.05 billion in the first quarter of 2008. Operating earnings were $347 million ($175 million excluding alternative fuel mixture credits and the CBPR integration costs) in the first quarter of 2009 compared with $96 million ($130 million excluding CBPR integration and other closure costs) in the fourth quarter of 2008 and $79 million in the first quarter of 2008.

 

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Sales volumes in the first quarter of 2009 compared with the fourth quarter of 2008 were lower reflecting weaker customer demand. Average sales price realizations for domestic and export containerboard declined. Average sales price realizations for boxes were higher than in the 2008 fourth quarter although box prices began to decline during the quarter. Planned maintenance downtime costs were $23 million higher in the 2009 first quarter with outages at the Mansfield and Savannah mills. Input costs for wood, recycled fiber, energy, wax and chemicals continued to decline. Freight costs also declined due to better utilization and lower fuel costs. Manufacturing costs were favorable reflecting the realization of CBPR acquisition synergies and cost control initiatives. The business took 730,000 tons of lack-of-order downtime in the first quarter of 2009 compared with 702,000 tons in the fourth quarter of 2008. Fourth-quarter 2008 results also included approximately $33 million of income related to the final insurance settlement for the Vicksburg mill recovery boiler explosion.

Compared with the first quarter of 2008, excluding the added volumes from the CBPR acquisition, sales volumes for both containerboard and boxes were lower due to weaker customer demand. Average sales price realizations were significantly higher reflecting sales price increases during 2008. Manufacturing costs were significantly lower, particularly in the box plants, reflecting the benefits from cost control initiatives. There was no lack-of-order downtime taken in the first quarter of 2008 compared with the 730,000 tons taken in the 2009 first quarter.

Looking ahead to the 2009 second quarter, sales volumes are expected to improve slightly for both containerboard and boxes, and lack-of-order downtime should be lower. Profit margins are expected to reflect continued pressures. Costs associated with planned maintenance outages should be higher in the second quarter with outages planned for five mills. Input costs are expected to continue to decline, principally for energy.

European Industrial Packaging net sales were $240 million in the first quarter of 2009 compared with $255 million in the fourth quarter of 2008 and $315 million in the first quarter of 2008. Operating earnings were $13 million in the first quarter of 2009 compared with $15 million in the fourth quarter of 2008 and $18 million in the first quarter of 2008.

Sales volumes in the first quarter of 2009 were lower than in the fourth quarter of 2008 reflecting weaker demand in packaging markets for industrial products throughout Europe. Sales margins improved as reductions in kraft and recycled containerboard costs were greater than the declines in box prices. Operating expenses were favorable reflecting the benefits of cost reduction initiatives, but were partially offset by unfavorable operating costs at the Etienne mill. Input costs decreased slightly due to lower energy costs.

Compared with the 2008 first quarter, sales volumes in the 2009 first quarter were lower, reflecting the weaker market for industrial packaging. Agricultural box sales volumes were seasonally strong. Sales margins were higher as the result of lower costs for kraft and recycled containerboard combined with strong box prices. Input costs were about flat, while operating costs were favorable.

Entering the second quarter, sales volumes are expected to be about flat due to continued weakness in industrial markets and seasonally slower agricultural business in Morocco and Spain, partially offset by additional fruit and vegetable box volume in France. Sales margins are expected to reflect competitive pressure on box prices.

Asian Industrial Packaging net sales were $55 million in the first quarter of 2009 compared with $75 million in the fourth quarter of 2008 and $80 million in the first quarter of 2008. Operating earnings were about breakeven in all periods.

 

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Printing Papers

 

     2009    2008  

In millions

   1 st  Quarter    1 st  Quarter    4 th  Quarter  

Sales

   $ 1,325    $ 1,715    $ 1,505  

Operating Profit (Loss)

     312      185      (40 )

Printing Papers net sales for the first quarter of 2009 were 12% lower than in the fourth quarter of 2008 and 23% lower than in the first quarter of 2008. Operating profits in the first quarter of 2009 included a gain of $240 million relating to alternative fuel mixture credits and $29 million of facility closure costs, while operating profits in the fourth quarter of 2008 included $153 million of shutdown costs for the Louisiana mill and a paper machine at the Franklin mill. Excluding these items, operating profits in the first quarter of 2009 were 11% lower than in the fourth quarter of 2008 and 45% lower than in the first quarter of 2008.

North American Printing Papers net sales were $705 million in the first quarter of 2009 compared with $765 million in the fourth quarter of 2008 and $885 million in the first quarter of 2008. Operating earnings were $276 million ($84 million excluding alternative fuel mixture credits and facility closure costs) in the first quarter of 2009 compared with $43 million ($73 million excluding closure costs) in the fourth quarter of 2008 and $106 million in the first quarter of 2008.

Sales volumes in the first quarter of 2009 were lower than in the fourth quarter of 2008 reflecting weaker customer demand. The business took 152,000 tons of lack-of-order downtime in the first quarter compared with 127,000 tons in the fourth quarter. Average sales price realizations for uncoated freesheet paper declined moderately. Input costs for wood, energy and chemicals and freight costs were significantly lower. Planned maintenance downtime costs were about $6 million lower reflecting an outage at the Georgetown mill in the 2009 first quarter compared with three mills in the 2008 fourth quarter. Manufacturing operating costs were favorable due to the impact of cost reduction efforts and excellent machine performance.

Compared with the first quarter of 2008, average sales price realizations were up significantly in the first quarter of 2009, reflecting the realization of price increases implemented during 2008. Sales volumes, however, were significantly lower reflecting weak customer demand, the reduction in capacity resulting from the conversion of the Louisiana mill to pulp production in June 2008, and the shutdown of the Franklin paper machine. Lack-of-order downtime in the current quarter was higher than in the first quarter of 2008 when none was taken. Input costs were higher for wood and chemicals, partially offset by lower energy costs. Freight costs were also lower. Manufacturing costs were favorable reflecting cost reduction efforts, strong operations, and the absence of the higher-cost Louisiana mill. Planned maintenance downtime costs were $9 million lower in the current quarter, with an outage at one mill versus two in the 2008 first quarter.

Looking ahead to the second quarter of 2009, sales volumes are expected to be about flat. Input costs for wood, energy and chemicals are expected to continue to decrease. Planned maintenance expenses will be higher in the second quarter with planned outages at the Courtland, Franklin, Eastover and Riverdale mills.

European Printing Papers net sales were $325 million in the first quarter of 2009 compared with $350 million in the fourth quarter of 2008 and $435 million in the first quarter of 2008. Operating earnings in the first quarter of 2009 were $2 million ($25 million excluding expenses associated with the closure of the Inverurie, Scotland mill at the end of the quarter) compared with earnings of $36 million in the fourth quarter of 2008 and $42 million in the first quarter of 2008.

Sales volumes in the first quarter of 2009 were higher than in the fourth quarter of 2008 reflecting increased sales of uncoated freesheet paper, particularly in Russia, following a very weak fourth quarter. Average sales price realizations declined significantly across most of Western Europe but increased in the UK, Poland and Russia. Manufacturing costs were unfavorable, despite improved operating performance, as the Saillat mill in

 

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France commenced an 18 month maintenance outage in late March. Energy costs were also higher, particularly in Poland. Foreign exchange movements during the quarter significantly improved the margins at the Kwidzyn mill in Poland but this was partially offset by higher foreign exchange translation losses on U.S. dollar-denominated loans at the Svetogorsk mill in Russia.

Compared with the 2008 first quarter, sales volumes in the 2009 first quarter were slightly lower due to reduced shipments from the Inverurie, Scotland mill, partially offset by higher uncoated freesheet paper shipments from the Svetogorsk mill in Russia to Western Europe. Average sales price realizations were significantly lower across most of Western Europe but remained higher in the UK, Poland and Russia due to local currency devaluations. The unfavorable impact of the start of the Saillat mill maintenance outage in late March was more than offset by improved operating performance. Input costs were unfavorable as higher energy costs in Poland and Russia and higher chemical costs in Russia more than offset significantly lower wood costs. Foreign exchange movements during the quarter significantly improved the margins at the Kwidzyn mill in Poland, but this was almost entirely offset by translation losses on the U.S. dollar loans at the Svetogorsk mill in Russia.

In the 2009 second quarter, sales volumes are expected to be lower than in the first quarter reflecting the closure of the Inverurie mill in Scotland and lower shipments from the Svetogorsk mill in Russia to Western Europe. Average sales price realizations are expected to continue to be under pressure in Western Europe but should improve in Russia. Planned maintenance downtime expenses are expected to be higher, but energy costs should decline due to seasonally lower tariffs and reduced consumption.

Brazilian Printing Papers net sales were $170 million in the first quarter of 2009 compared with $215 million in the fourth quarter of 2008 and $225 million in the first quarter of 2008. Operating earnings in the first quarter of 2009 were $20 million compared with $44 million in the fourth quarter of 2008 and $33 million in the first quarter of 2008.

Average sales price realizations in the first quarter of 2009 were lower than in the fourth quarter of 2008 as higher prices in the domestic market were more than offset by lower prices in export markets, primarily Europe. Sales volumes decreased reflecting seasonally weaker uncoated freesheet paper demand in both the domestic and export markets. Average margins were negatively affected by an increased proportion of lower-margin export sales. Input costs were slightly favorable due to lower fuel oil and chemical costs. Planned maintenance downtime costs in the first quarter were higher than in the fourth quarter. Manufacturing operating costs were unfavorable reflecting costs associated with the start-up of a new paper machine at Tres Lagoas. Additionally, earnings were impacted by unfavorable foreign exchange effects.

Compared with the first quarter of 2008, sales volumes decreased reflecting weaker customer demand for uncoated freesheet paper. Average sales price realizations were higher in the domestic market, but were lower in export markets. Input costs for wood, energy and chemicals increased. Manufacturing operating costs were also higher due to the start-up of the Tres Lagoas paper machine.

Looking ahead to the second quarter of 2009, sales volumes are expected to improve reflecting seasonally stronger customer demand for uncoated freesheet paper. Profit margins are expected to reflect continued competitive pressure on price realizations, offset by lower input costs for chemicals and energy. Planned maintenance outage expenses should also decline. Earnings are expected to be negatively affected by unfavorable foreign exchange rates.

Asian Printing Papers net sales were minimal in the first quarter of 2009 compared with $5 million in both the fourth and first quarters of 2008. Operating earnings were about breakeven for all periods presented.

U.S. Market Pulp net sales were $125 million in the first quarter of 2009 compared with $170 million in the fourth quarter of 2008 and $165 million in the first quarter of 2007. Operating earnings were $14 million (a loss of $28 million excluding alternative fuel mixture credits) in the first quarter of 2009 compared with a loss of $162 million (a loss of $39 million excluding costs associated with the shutdown of the Louisiana mill) in the fourth quarter of 2008 and earnings of $4 million in the first quarter of 2008.

 

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Sales volumes in the first quarter of 2009 were slightly lower than in the fourth quarter of 2008 reflecting weaker customer demand. During the quarter, 48,000 tons of lack-of-order downtime was taken compared with 120,000 tons in the fourth quarter of 2008, which included 71,000 tons at the Louisiana mill that was permanently closed in the fourth quarter. Average sales price realizations declined for both market pulp and fluff pulp, although margins were favorably impacted by a greater proportion of higher-margin fluff pulp sales. Planned maintenance downtime costs were higher in the first quarter of 2009. Manufacturing operations improved significantly reflecting benefits from cost reduction efforts and excellent operating performance. Input costs for wood, energy and chemicals decreased, and freight costs were also lower.

Compared with the first quarter of 2008, sales volumes were lower and lack-of-order downtime was higher due to weaker customer demand. Average sales price realizations were significantly lower as the decline in customer demand caused prices for market pulp and fluff pulp to fall. Manufacturing operating costs decreased and planned maintenance downtime costs were also lower. Higher wood and chemical costs were partially offset by lower energy costs, while freight costs increased slightly.

Entering the 2009 second quarter, sales volumes are expected to remain at about first-quarter levels as the Riegelwood mill continues to ramp up its production of fluff pulp. Costs associated with planned maintenance outages are expected to be less in the second quarter, while operating costs should remain flat. Input costs for wood, energy and chemicals and freight costs should be slightly favorable.

Consumer Packaging

 

     2009    2008  

In millions

   1 st  Quarter    1 st  Quarter    4 th  Quarter  

Sales

   $ 715    $ 770    $ 800  

Operating Profit (Loss)

     112      9      (3 )

Consumer Packaging net sales for the first quarter of 2009 were 11% lower than in the fourth quarter of 2008, and 7% lower than in the first quarter of 2008. Operating profits in the first quarter of 2009 included a gain of $92 million relating to alternative fuel mixture credits, and included costs associated with the reorganization of the Shorewood business of $2 million, $4 million and $5 million in the 2009 first quarter, the 2008 fourth quarter and the 2008 first quarter, respectively. Excluding these items, operating profits in the first quarter of 2009 were higher than in both the fourth and first quarters of 2008.

North American Consumer Packaging net sales were $530 million in the first quarter of 2009 compared with $635 million in the fourth quarter of 2008 and $600 million in the first quarter of 2008. Operating earnings in the first quarter of 2009 were $94 million ($4 million excluding the alternative fuel mixture credits and Shorewood reorganization costs) compared with $12 million ($16 million excluding Shorewood reorganization costs) in the fourth quarter of 2008 and a loss of $3 million (a gain of $2 million excluding Shorewood reorganization costs) in the first quarter of 2008.

Coated paperboard average sales price realizations improved in the first quarter of 2009 compared with the fourth quarter of 2008 reflecting price increases for cup stock, folding carton board and coated bristols. Sales volumes, however, decreased for all product lines, and 127,000 tons of lack-of-order downtime was taken to balance supply with customer demand compared with 14,000 tons of lack-of-order downtime in the fourth quarter. Demand softened during the quarter reflecting a decline in consumer spending. Planned maintenance downtime costs were $10 million lower than the previous quarter. Costs for wood, energy, and chemicals were lower than in the fourth quarter, while manufacturing operating costs were about flat.

 

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Compared with the first quarter of 2008, average sales price realizations were significantly higher reflecting the realization of price increases implemented during 2008. However, sales volumes decreased and lack-of-order downtime increased reflecting weaker market conditions. Input costs were comparable to the first quarter of 2008 as higher energy costs were largely offset by lower costs for chemicals. Manufacturing operating costs were favorable while planned maintenance downtime expenses were about $3 million higher.

Shorewood sales volumes in the first quarter of 2009 decreased from the fourth quarter of 2008 reflecting a seasonal decline in demand in the home entertainment segment and weak general economic conditions, partially offset by higher shipments in the tobacco segment. Average margins were lower as a result of lower sales volume in the higher-margin home entertainment segment. Raw material costs in the first quarter of 2009 were about the same as in the fourth quarter of 2008, but the benefits from cost reduction initiatives had a favorable impact on earnings. First-quarter results included $2 million of expenses related to the reorganization of Shorewood’s operations versus $4 million in the fourth quarter. Compared with the 2008 first quarter, sales volumes in the 2009 first quarter decreased slightly, reflecting lower shipments in the home entertainment and tobacco segments. Average sales margins improved reflecting a more favorable mix of products sold. Earnings also improved due to increased efficiencies from the business reorganization actions undertaken in 2008 and 2009.

Foodservice sales volumes in the first quarter of 2009 were slightly lower than in the fourth quarter of 2008 due to normal seasonal factors and the impact of the weak economy. Average margins improved as the result of higher contract price realizations coupled with stable board and lower resin costs. Operating costs were about flat. Compared with the first quarter of 2008, sales volumes in the 2009 first quarter decreased, while average margins increased reflecting improved average sales price realizations and a more favorable mix of products sold. Raw material costs were lower, primarily for resins, but operating costs were higher.

Looking ahead to the 2009 second quarter, coated paperboard sales volumes should increase, although lack-of-order downtime will be taken as needed to balance supply with customer demand. Input costs are expected to decrease. Planned maintenance downtime will be higher in the second quarter with downtime scheduled at three mills. Shorewood’s sales volumes are expected to increase, reflecting higher home entertainment and consumer products shipments. Operating results should also improve with the completion of Shorewood’s business reorganization initiatives. Foodservice operating results should benefit from seasonally higher sales volumes, the full-quarter realization of January sales price increases and a more favorable product mix. Input costs and operating costs are expected to remain about flat.

European Consumer Packaging net sales were $70 million in the first quarter of 2009 compared with $70 million in the fourth quarter of 2008 and $75 million in the first quarter of 2008. Operating earnings were $14 million in the first quarter of 2009 compared with $5 million in the fourth quarter of 2008 and $9 million in the first quarter of 2008.

Sales volumes in the first quarter of 2009 were higher than the fourth quarter of 2008, while average sales price realizations declined. Manufacturing costs were favorable, reflecting strong operating performance and lower lack-of-order downtime. Compared with the first quarter of 2008, sales volumes in the first quarter of 2009 were higher reflecting increased sales to export markets. Average sales price realizations declined, due in part to the increase in lower-margin export sales, but also due to lower sales prices in European domestic markets.

Operating results in the 2009 second quarter will reflect costs associated with the annual planned maintenance shutdown of the Svetogorsk mill.

Asian Consumer Packaging net sales were $115 million in the first quarter of 2009 compared with $95 million in both the fourth and first quarters of 2008. Operating earnings in the first quarter of 2009 were $4 million compared with a loss of $20 million in the fourth quarter of 2008 and a gain of $3 million in the first quarter of 2008. Costs related to the start-up of the Shandong International Paper & Sun Coated Paperboard Co., Ltd. joint venture’s new folding box board paper machine and weaker demand in China led to the loss in the fourth quarter of 2008.

 

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Distribution

 

     2009     2008

In millions

   1 st  Quarter     1 st  Quarter    4 th  Quarter

Sales

   $ 1,590     $ 1,985    $ 1,940

Operating Profit (Loss)

     (7 )     16      26

Distribution’s 2009 first quarter sales were 18% lower than in the fourth quarter of 2008 and 20% lower than the first quarter of 2008. Weak U.S. economic conditions were the major factor in the decline in operating profits.

First-quarter 2009 sales of papers and graphic arts supplies and equipment totaled $1.0 billion compared with $1.2 billion in the fourth quarter of 2008 and $1.3 billion in the 2008 first quarter. First-quarter 2009 revenues reflect a decline in shipments to publishing and commercial printers corresponding to reduced published industry trade activity. Mill direct sales were down more than 20% compared with prior quarters while stock sales were also down significantly. Credit tightness, a reduction in print advertising, and general economic conditions all contributed to the reduction in demand.

Packaging sales were $300 million in the first quarter of 2009 compared with $400 million in both the fourth and first quarters of 2008. Sales of facility supply products totaled $250 million in the first quarter of 2009, compared with $300 million in both the fourth and first quarters of 2008.

Operating results fell to a $7 million loss in the first quarter of 2009 compared with profit of $26 million in the fourth quarter of 2008 and $16 million in the first quarter of 2008. Lower sales volumes were the principal cause of the earnings decline compared to both prior quarters. First-quarter 2009 earnings were also affected by lower prices, margin pressure and higher bad debt levels. Cost reduction efforts initiated in 2008 partially mitigated these unfavorable earnings effects.

Looking ahead to the 2009 second quarter, operating results are expected to benefit from improved sales volumes and continued benefits from cost reduction actions.

Forest Products

 

     2009    2008

In millions

   1 st  Quarter    1 st  Quarter    4 th  Quarter

Sales

   $ 5    $ 25    $ 65

Operating Profit

     2      25      38

Forest Products sales and profits are driven by forestland sales, which can vary from quarter to quarter due to various factors. Net sales in the first quarter of 2009 were 92% lower than in the fourth quarter of 2008 and 80% lower than in the first quarter of 2008. Operating earnings in the first quarter of 2008 were 95% lower than in the fourth quarter of 2008 and 92% lower than in the first quarter of 2008. Second quarter results are currently projected to be similar to the first quarter.

Equity Earnings, Net of Taxes – Ilim Holding S.A.

On October 5, 2007, International Paper and Ilim Holding S.A. (Ilim) announced the completion of a 50:50 joint venture to operate in Russia. Due to the complex organizational structure of Ilim’s operations, and the extended time required to prepare consolidated financial information in accordance with accounting principles generally accepted in the United States, the Company reports its share of Ilim’s operating results on a one-quarter lag basis. Accordingly, the accompanying consolidated statement of operations for the three months ended March 31, 2009 includes the Company’s 50% share of Ilim’s operating results for the three-month period ended December 31, 2008 under the caption Equity earnings, net of taxes. Ilim is reported as a separate reportable industry segment.

 

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The Company recorded an equity loss, net of taxes, of $26 million in the first quarter of 2009 compared with about breakeven results in the fourth quarter of 2008. Sales volumes in the fourth quarter of 2008 decreased compared with the third quarter of 2008, principally for market pulp, reflecting significantly weaker customer demand, particularly in markets in China. Sales price realizations decreased across all product lines, but most sharply for softwood and hardwood pulp. Input costs increased for wood, chemicals and energy. The business took 106,000 metric tons of lack-of-order downtime during the fourth quarter compared with none in the third quarter. In addition, fourth-quarter results included a $19 million charge to write-off project development expenses and a $5 million provision for the write-down of assets. Additionally, foreign exchange losses on the remeasurement of U.S. dollar-denominated debt were $5 million higher compared with the third quarter of 2008.

In the first quarter of 2008, the Company had recorded equity earnings, net of taxes, of $17 million related to operations in the fourth quarter of 2007. Sales volumes in the 2007 fourth quarter reflected strong customer demand for both pulp and containerboard. Average sales price realizations were also strong for both Russian domestic and export sales. Equity earnings also included a $4 million foreign exchange gain on the remeasurement of U.S. dollar-denominated debt into Russian rubles and a $6 million charge to write-up inventory to its fair value as of the acquisition date.

Looking ahead to the second quarter of 2009, demand in both the domestic and export markets is expected to remain weak, although lack-of-order downtime is expected to moderate slightly. Average sales price realizations are expected to continue to remain weak, especially in the Russian domestic market. The strengthening of the U.S. dollar versus the Russian ruble will result in an additional unfavorable foreign exchange remeasurement impact on earnings.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by continuing operations totaled $794 million for the first three months of 2009, up from $434 million for the comparable 2008 three-month period. Earnings from operations adjusted for non-cash charges were $495 million for the first three months of 2009 compared to $418 million for the first three months of 2008. Cash provided by working capital components totaled $299 million for the first three months of 2009, up from $16 million for the comparable 2008 three-month period.

Investments in capital projects totaled $128 million in the first three months of 2009 compared to $215 million in the first three months of 2008. Full-year 2009 capital spending is currently expected to be approximately $600 million, or about 40% of depreciation and amortization expense for our current businesses.

Financing activities for the first three months of 2009 included a $550 million net reduction in debt versus a $57 million net increase during the comparable 2008 three-month period.

In March 2009, International Paper Investments (Luxembourg) S.a.r.l, a wholly-owned subsidiary of International Paper, borrowed $468 million of long-term debt with an initial interest rate of LIBOR plus a margin of 450 basis points that can vary depending upon the credit rating of the Company and a maturity date in March 2012. International Paper then used the $468 million of proceeds from the loan and cash of approximately $170 million to repay its 500 million euro-denominated debt (equivalent to $638 million at the date of payment) with an original maturity date in August 2009. Other debt activities in the first quarter of 2009 included the repayment of approximately $366 million of maturing notes with interest rates ranging from 4.25% to 5.0%.

 

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Also in the first quarter of 2009, International Paper terminated an interest rate swap with a notional value of $100 million designated as a fair value hedge, resulting in a gain of $11 million that was deferred and recorded in Long-term debt in the accompanying consolidated balance sheet. As the swap agreement was terminated early, this gain will be amortized to earnings over the life of the related debt through April 2016.

In April 2009, subsequent to the end of the first quarter, International Paper repaid $313 million of the $2.5 billion long-term debt issued in connection with the CBPR business acquisition. The debt has an initial interest rate of LIBOR plus a margin of 162.5 basis points that can vary depending upon the credit rating of the Company. The debt requires quarterly principal payments and has a final maturity in August 2013. Additionally, IP Co Europe Ltd, a wholly-owned subsidiary of International Paper, repaid $75 million of notes issued in connection with the investment in Ilim. These notes had an initial interest rate of LIBOR plus 100 basis points and a maturity date in April 2009.

On May 4, 2009, the Company announced that it had priced $1.0 billion of 9.375% senior unsecured notes due in 2019. The Company intends to use the net proceeds from the sale of the notes primarily to repay and extend the maturities of other long-term debt.

At March 31, 2009 and December 31, 2008, International Paper classified $100 million and $796 million, respectively, of commercial paper and bank notes and Current maturities of long-term debt as Long-term debt. International Paper has the intent and ability, as evidenced by its fully committed credit facility, to renew or convert these obligations.

During the first three months of 2009, International Paper issued approximately 4.0 million shares of treasury stock for various incentive plans. Payments of restricted stock withholding taxes totaled $10 million. During the first three months of 2008, the Company issued approximately 2.5 million shares of treasury stock for various incentive plans, including stock option exercises that generated approximately $1 million of cash and restricted stock that did not generate cash. Payments of restricted stock withholding taxes totaled $47 million. Common stock dividend payments totaled $108 million and $112 million for the first three months of 2009 and 2008, respectively. Dividends were $0.25 per share for the first three months in both 2009 and 2008. In March 2009, the Company announced that the quarterly dividend would be reduced to $0.025 per share in the 2009 second quarter.

Maintaining an investment-grade credit rating is an important element of International Paper’s financing strategy. At March 31, 2009, the Company held long-term credit ratings of BBB (negative outlook) and Baa3 (negative outlook) by Standard and Poor’s (S&P) and Moody’s Investor Services (Moody’s), respectively. The Company currently has short-term credit ratings of A-3 and P-3 by S&P and Moody’s, respectively.

At March 31, 2009, International Paper had approximately $2.5 billion of committed liquidity facilities, including a $1.5 billion contractually committed bank credit agreement that expires in March 2011 and $1 billion of commercial paper-based financings based on eligible receivable balances ($870 million at March 31, 2009) under a receivables securitization program. On January 23, 2009, the Company amended the receivables securitization program to extend the maturity date from October 2009 to January 2010. The amended agreement has a facility fee of 0.75% payable quarterly.

International Paper expects to be able to meet projected capital expenditures, service existing debt and meet working capital and dividend requirements through 2009 using existing cash balances plus cash from operations, supplemented as required by its existing credit facilities. Funding decisions will be guided by our capital structure planning and debt management practices. The primary goals of the Company’s capital structure planning are to maximize financial flexibility and preserve liquidity while reducing interest expense. The majority of International Paper’s debt is accessed through global public capital markets where we have a wide base of investors.

While the recent disruption in the credit market and increased risk associated with financial institutions has increased market volatility and the cost of credit, the Company does not believe that these conditions currently have had a significant impact on its liquidity. The Company believes it can borrow as needed on its committed credit and receivables securitization facilities.

 

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Alternative Fuel Mixture Credits

The U.S. Internal Revenue Code provides a tax credit for companies that use alternative fuel mixtures to produce energy to operate their businesses. The credit, equal to $0.50 per gallon of alternative fuel contained in the mixture, is refundable to the taxpayer. In January 2009, the Company received notification that its application to be registered as an alternative fuel mixer had been approved. During the 2009 first quarter, the Company filed claims for alternative fuel mixture credits covering eligible periods subsequent to November 2008 totaling approximately $516 million that were recorded in Accounts and notes receivable, net, in the accompanying consolidated balance sheet, approximately $145 million of which was received in cash later in the quarter, and accrued approximately $42 million for estimated eligible alternative fuel usage through March 31, 2009 to be included in subsequent filings. Accordingly, the accompanying statement of operations for the three months ended March 31, 2009 includes a credit of approximately $540 million in Cost of products sold ($330 million after taxes), representing eligible alternative fuel mixture credits earned through March 31, 2009, less $18 million of associated expenses. An additional $403 million was received for these credits after March 31, 2009.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires International Paper to establish accounting policies and to make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require judgments about matters that are inherently uncertain.

Accounting policies whose application may have a significant effect on the reported results of operations and financial position of International Paper, and that can require judgments by management that affect their application, include SFAS No. 5, “Accounting for Contingencies,” SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” SFAS No. 142, “Goodwill and Other Intangible Assets,” SFAS No. 87, “Employers’ Accounting for Pensions,” SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” as amended by SFAS No. 132 and 132(R), “Employers’ Disclosures About Pension and Other Postretirement Benefits,” SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” and SFAS No. 109, “Accounting for Income Taxes,” including recent accounting requirements under FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes.”

The Company has included in its 2008 Form 10-K a discussion of these critical accounting policies, which are important to the portrayal of the Company’s financial condition and results of operations and require management’s judgments. The Company has not made any changes in these critical accounting policies during the first three months of 2009.

Impairment of Long-Lived Assets and Goodwill

An impairment of a long-lived asset exists when the asset’s carrying amount exceeds its fair value, and is recorded when the carrying amount is not recoverable through future operations. A goodwill impairment exists when the carrying amount of goodwill exceeds its fair value. Assessments of possible impairments of long-lived assets and goodwill are made when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable through future operations. Additionally, testing for possible impairment of recorded goodwill and intangible asset balances is required annually. The amount and timing of any impairment charges based on these assessments require the estimation of future cash flows and the fair market value of the related assets based on management’s best estimates of certain key factors, including future selling prices and volumes, operating, raw material, energy and freight costs, and various other projected operating and economic factors. As these key factors change in future periods, the Company will update its impairment analyses to reflect its latest estimates and projections.

 

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SIGNIFICANT ACCOUNTING ESTIMATES

Pension Accounting

Net pension expense totaled approximately $61 million for International Paper’s U.S. plans for the three months ended March 31, 2009, or about $33 million more than the pension expense for the first three months of 2008. Net pension expense for non-U.S. plans was about $2 million for the first three months of both 2009 and 2008. The increase in U.S. plan pension expense was principally due to a decrease in the assumed discount rate to 6.00% in 2009 from 6.20% in 2008, higher amortization of unrecognized actuarial losses and the addition of CBPR employees.

After consultation with our actuaries, International Paper determines key actuarial assumptions on December 31 of each year that are used to calculate liability information as of that date and pension expense for the following year. Key assumptions affecting pension expense include the discount rate, the expected long-term rate of return on plan assets, the expected rate of future salary increases, and various demographic assumptions including expected mortality. The discount rate assumption is determined based on a yield curve that incorporates approximately 500 Aa-graded bonds. The plan’s projected cash flows are then matched to the yield curve to develop the discount rate. The expected long-term rate of return on plan assets is based on projected rates of return for current and planned asset classes in the plan’s investment portfolio. At March 31, 2009, the market value of plan assets for International Paper’s U.S. plans totaled approximately $5.6 billion, consisting of approximately 39% equity securities, 39% fixed income securities, and 22% real estate and other assets.

The Company’s funding policy for its qualified pension plans is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that the Company may determine to be appropriate considering the funded status of the plans, tax deductibility, the cash flow generated by the Company, and other factors. The Company has no obligation to fund its domestic qualified plans in 2009, and does not currently expect any required cash contributions until 2011. The Company continually reassesses the amount and timing of any discretionary contributions. The U.S. nonqualified plans are only funded to the extent of benefits paid which are expected to be $24 million in 2009.

Accounting for Uncertainty in Income Taxes

The provisions of FIN 48 require management to make judgments regarding the probability that certain income tax positions taken by the Company in filing tax returns in the various jurisdictions in which it operates will be sustained upon examination by the respective tax authorities based on the technical merits of these tax positions, and to make estimates of the amount of tax benefits that will be realized upon the settlement of these positions.

FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q, and in particular, statements found in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, that are not historical in nature may constitute forward-looking statements. These statements are often identified by the words, “will,” “may,” “should,” “continue,” “anticipate,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “intend,” and words of a similar nature. Such statements reflect the current views of International Paper with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ include, among other things, the following: changes in the cost or availability of raw materials, energy and transportation; economic cyclicality and changes in consumer preferences in the industries in which we operate; changes in the pricing and demand for our products; the effects of competition in the United States and internationally; continued adverse developments in general business and economic conditions; downgrades in credit ratings; the impairment of financial institutions with which we execute transactions; pension and health care costs; pension plan funding obligations that could be material

 

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over the next several years; changes in international conditions; the amount of our debt obligations and our ability to refinance or repay our debt; unanticipated expenditures relating to the cost of compliance with environmental and other governmental regulations; results of legal proceedings; material disruptions at one of our manufacturing facilities; risks related to operations conducted by joint ventures and changes in tax laws. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information relating to quantitative and qualitative disclosures about market risk is shown on page 46 of International Paper’s 2008 10-K, which information is incorporated herein by reference. There have been no material changes in the Company’s exposure to market risk since December 31, 2008.

 

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and completely and accurately reported (and accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure) within the time periods specified in the Securities and Exchange Commission’s rules and forms. As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Changes in Internal Controls over Financial Reporting:

There have been no changes in our internal controls during the quarter ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

In August 2008, the Company completed the acquisition of the Containerboard, Packaging and Recycling business (CBPR) from Weyerhaeuser Company. Integration activities, including a preliminary assessment of internal controls over financial reporting, are currently in process. The initial annual assessment of internal controls over financial reporting for the CBPR business will be conducted over the course of our 2009 assessment cycle.

The Company has ongoing initiatives to standardize and upgrade its financial, operating and supply chain systems. The system upgrades will be implemented in stages, by business, over the next several years. Management believes the necessary procedures are in place to maintain effective internal controls over financial reporting as these initiatives continue.

 

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

A discussion of material developments in the Company’s litigation and settlement matters occurring in the period covered by this report is found in Note 11 to the Financial Statements in this Form 10-Q.

 

ITEM 1A. RISK FACTORS

The Company’s 2008 10-K contains important risk factors that could cause the Company’s actual results to differ materially from those projected in any forward-looking statement. Forward-looking statements are statements that are not historical in nature and are often identified by the words, “will,” “may,” “should,” “continue,” “anticipate,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “intend,” and words of a similar nature.

The Company has identified the following additional risk factor to supplement those set forth in the 2008 10-K:

Changes in Tax Laws May Have a Material Effect on Our Future Cash Flows and Results of Operations

Our earnings in the first quarter of 2009 included an excise tax credit of $540 million before taxes for alternative fuel mixtures produced for use as a fuel in our business. Cash provided by operations in the first quarter of 2009 included $145 million relating to this credit. The credit is scheduled to expire December 31, 2009. If this excise tax credit were to be terminated or materially changed prior to December 31, 2009, this may have a material effect on our future cash flows and results of operations.

 

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

 

Period

   Total Number
of Shares
Purchased (a)
   Average Price
Paid

per Share
   Total Number of
Shares Purchased as
Part of a Publicly
Announced Plan or
Program
   Maximum Number (or
Approximate Dollar Value)
of Shares that May Yet Be

Purchased Under the Plans
or Programs

February 1, 2009 – February 28, 2009

   1,283,937    $ 8.00    —      —  
                     

 

(a) Shares acquired from employees from share withholdings to pay income taxes under the Company’s restricted stock programs.

No activity occurred in months not presented above.

 

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ITEM 6. EXHIBITS

 

  (a) Exhibits

 

10.1    Pension Restoration Plan for salaried employees.
10.2    Loan Agreement, dated March 12, 2009, by and among International Paper Investments (Luxembourg) S.à r.l., International Paper Company as guarantor, the Lenders party thereto and BNP Paribas as administrative agent (incorporated by reference to Exhibit 10.1 to the Company Current Report on Form 8-K dated March 16, 2009).
10.3    Amendment No.1, dated as of January 23, 2009, to the Second Amended and Restated Credit and Security Agreement dated as of March 13, 2008. Certain confidential portions have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
10.4    Amendment No. 2, dated January 23, 2009 to the Receivables Sale and Contribution Agreement dated as of March 13, 2008.
10.5    Amendment No. 2, dated February 26, 2009, to the Credit Agreement among International Paper Company and the Lenders parties thereto dated as of June 16, 2008.
11    Statement of Computation of Per Share Earnings.
12    Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
31.1    Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    INTERNATIONAL PAPER COMPANY
    (Registrant)
Date: May 7, 2009     By   /s/ TIM S. NICHOLLS
        Tim S. Nicholls
       

Senior Vice President and Chief

Financial Officer

Date: May 7, 2009     By   /s/ ROBERT J. GRILLET
        Robert J. Grillet
        Vice President – Finance and Controller

 

44

Exhibit 10.1

INTERNATIONAL PAPER COMPANY

PENSION RESTORATION PLAN

FOR

SALARIED EMPLOYEES

Effective April 1, 1991

Amended and Restated Effective January 1, 2009

409A Amendments Effective January 1, 2005


PREAMBLE

The purpose of this International Paper Company Pension Restoration Plan for Salaried Employees (the “Plan”) is to provide for the payment of supplemental pension benefits, out of the general assets of International Paper Company (the “Company”), to an eligible salaried employee in situations where such employee’s full accrued pension benefits cannot be paid out of the trust established under the tax-qualified retirement plan or plans sponsored by the Company or any of its subsidiaries in which such employee participates because of statutory limitations imposed by Internal Revenue Code Sections 415 and 401(a)(17) and other statutes and regulations.

The portion of this unfunded plan which provides benefits solely as a result of the impact of Internal Revenue Code Section 415 is an “excess benefit plan” as defined in Section 3 (36) of the Employee Retirement Income Security Act of 1974, as amended (and related provisions of the Internal Revenue Code of 1986, as amended). The Plan was authorized, effective April 1, 1991, by a resolution of the Board of Directors of the Company dated April 9, 1991.

Effective January 1, 1993, the Plan was amended to recognize compensation deferred under a non-qualified savings plan of the Company or its United States subsidiaries and awards deferred under the Company’s Management Incentive Plan.

Effective January 1, 2005, the Plan was amended to the extent necessary to incorporate the requirements of Internal Revenue Code Section 409A (“409A Amendments”). Participants whose benefits under this Plan commence before January 1, 2009, or who terminate employment with a vested benefit under this Plan prior to January 1, 2005, shall have their benefits determined under this Plan as in effect prior to such 409A Amendments.

 

1


ARTICLE I

DEFINITIONS

1.01 “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.02 “ Company ” shall mean International Paper Company and any successor by merger, purchase or otherwise.

1.03 “ DCSP ” shall mean the International Paper Company Deferred Compensation Savings Plan.

1.04 “ Designated Retirement Date ” shall be as defined in Section 4.03.

1.05 “ Effective Date ” shall mean April 1, 1991.

1.06 “ Eligible Participant ” shall mean any salaried employee of the Company or any of its United States subsidiaries or affiliated business entities who is a participant in a Pension Plan on or after the Effective Date and (i) whose pension benefits determined on the basis of the provisions of such Pension Plan (without regard to the limitations of the Code) would exceed the Maximum Benefit permitted under Sections 415 and 401(a)(17) and other provisions of the Code or (ii) who has made deferrals under the DCSP that are not included in the determination of Final Average Compensation under such Pension Plan, and who is not eligible for a comparable statutory limitation excess benefit under any other plan sponsored by the Company or its subsidiaries.

1.07 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.08 “ Mandatory Payment Date ” shall be as defined in Section 4.04.

1.09 “ Maximum Benefit ” shall mean the monthly equivalent of the maximum benefit permitted to be paid to or on behalf of an Eligible Participant by a Pension Plan applying the limitations of Section 415, 401(a)(17) and other provisions of the Code.

1.10 “ Pension Plan ” shall mean the Retirement Plan of International Paper Company as amended, and any other defined benefit tax-qualified retirement plan for salaried employees sponsored by the Company or any of its United States subsidiaries or affiliated business entities in which an Eligible Participant is a participant.

1.11 “ Plan ” shall mean the International Paper Company Pension Restoration Plan for Salaried Employees as from time to time amended or restated, a portion of which shall be an unfunded excess benefit plan as defined in ERISA Section 3(36).

 

2


1.12 “ Specified Employee ” shall mean a key employee (as defined in Code Section 416(i) without regard to Code Section 416(i)(5)) determined in accordance with the meaning of such term under Code Section 409A and the regulations promulgated thereunder.

1.13 “ Unrestricted Benefit ” shall mean the maximum monthly benefit payable to or on behalf of an Eligible Participant, determined on the basis of the provisions of a Pension Plan without regard to the limitations imposed under Sections 415 and 401(a)(17) of the Code or other statutory limitations, and by including in the Pension Plan’s definition of “Compensation” any compensation deferred under the DCSP in the calendar year deferred and any awards under the Company’s Management Incentive Plan or the xpedx Incentive Plan deferred under the DCSP for the calendar year earned.

ARTICLE II

VESTING

An Eligible Participant shall vest in his benefit under the Plan upon the earlier of (i) completion of five (5) years of Vesting Service, as such term is defined in the Pension Plan, or (ii) attainment of age 65.

ARTICLE III

CALCULATION OF BENEFIT AMOUNT

3.01 Benefit Amount . An Eligible Participant shall be entitled to a monthly benefit from this Plan equal to the amount of his Unrestricted Benefit less the Maximum Benefit payable on his Designated Retirement Date. In determining the amount of the benefit payable under this Plan, (i) the early retirement or early commencement reduction factors in the Pension Plan, if any, shall be applied based on the Eligible Participant’s age on his Designated Retirement Date and (ii) the charge for the Pre-Retirement Surviving Spouse’s Benefit coverage, if applicable, shall be determined in the same manner as under the Pension Plan as of the Eligible Participant’s Designated Retirement Date. In the event the Eligible Participant has not made a valid benefit election by his Mandatory Payment Date, the charge for the Pre-Retirement Surviving Spouse’s Benefit coverage, if applicable, shall be determined based on the last known marital status of the Eligible Participant following his termination of employment with the Company.

3.02 Amounts Payable Under SERP . Benefits paid under Section 5(A) of the International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers (“ SERP ”) are not also payable under this Plan. In the event an Eligible Participant in this Plan also becomes eligible to participate in the SERP and receive a benefit calculated under Section 5(B) of the SERP, such Eligible Participant’s benefit under this Plan shall be calculated only through the effective date of his SERP eligibility.

 

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ARTICLE IV

TIME AND FORM OF PAYMENT

4.01 Form of Benefit Payment . Notwithstanding Section 4.05, an Eligible Participant may elect in writing, prior to the commencement of benefit payments required in Section 4.04, any of the forms of benefit payment under this Plan as listed on Appendix A, as it may be amended from time to time. Once benefit payments commence under this Section 4.01 or under Section 4.05, whichever is applicable, the form of payment is irrevocable and cannot be changed during retirement, except as provided under Section 5.06 in the case of an Eligible Participant who is not located by his Mandatory Payment Date and the Plan is later notified that his death occurred prior to the Mandatory Payment Date.

4.02 Spousal Consent Not Required for Married Participants . A married Eligible Participant shall not be required to obtain consent of his spouse in order to elect an optional form of payment provided in Section 4.01.

4.03 Designated Retirement Date . This Section 4.03 shall apply to any Eligible Participant whose retirement commences after December 31, 2008 and whose employment terminates after December 31, 2004. Each such Eligible Participant shall have a Designated Retirement Date for purposes of the Plan. The Designated Retirement Date shall be based on years of Vesting Service, as such term is defined in the Pension Plan, and shall be as follows:

A. For Eligible Participants who have completed ten or more years of Vesting Service, the Designated Retirement Date shall mean the latest of (i) January 1, 2009, (ii) the first of the month coinciding with or next following attainment of age 55, or (iii) the first of the month immediately following the Eligible Participant’s termination of employment with the Company.

B. For Eligible Participants who have not completed ten or more years of Vesting Service, the Designated Retirement Date shall mean the latest of (i) January 1, 2009, (ii) the first of the month coinciding with or next following attainment of age 65, or (iii) the first of the month immediately following the Eligible Participant’s termination of employment with the Company.

C. For Eligible Participants who qualify for early retirement as a result of bridging to early retirement eligibility under the Severance Bridging provision set forth in a Benefit Schedule of the Pension Plan (at least age 53 and completed eight years of Vesting Service), the Designated Retirement Date shall mean the later of (i) January 1, 2009, or (ii) the first of the month immediately following the Eligible Participant’s termination of employment with the Company.

4.04 Mandatory Payment Date . For any Eligible Participant whose employment terminates after December 31, 2004 and whose retirement commences after December 31, 2008, the benefit payable under Article III shall commence no later than the Mandatory Payment Date which is the later of (i) December 31 of the year of the Eligible Participant’s Designated Retirement Date, or (ii) the date 2  1 / 2 months following the Designated Retirement Date. If the payment to the Eligible Participant commences

 

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after his Designated Retirement Date, the payment as of the actual benefit commencement date shall include the amount of the missed payments from the Designated Retirement Date, plus interest.

4.05 Default Form of Benefit Payment . The default form of payment is a 20—year Certain and Life Annuity, with the Eligible Participant’s estate as beneficiary. An Eligible Participant’s benefit shall be paid in the default form absent an election under Section 4.01 by the Eligible Participant’s Mandatory Payment Date.

4.06 Required Delay for Specified Employees . Notwithstanding Section 4.04, if the benefit becomes payable due to an Eligible Participant’s termination of employment and such Eligible Participant is a Specified Employee, payment of such benefit shall be made or commence on the first day of the seventh month immediately following the Eligible Participant’s termination of employment if such date is later than the date such amounts would otherwise be paid or commence to be paid. If the payment to the Eligible Participant commences after his Designated Retirement Date, the payment as of the actual benefit commencement date shall include the amount of the missed payments from the Designated Retirement Date, plus interest.

4.07 Pre-Retirement Surviving Spouse’s Benefit . In the event an Eligible Participant dies before his Designated Retirement Date, if his spouse is eligible for a pre-retirement survivor annuity under the Pension Plan, the Eligible Participant’s spouse shall be entitled to a monthly benefit from the Plan determined in the same manner as such pre-retirement survivor annuity based on the Eligible Participant’s benefit amount determined under Section 3.01. The Pre-Retirement Surviving Spouse’s Benefit shall commence on the Eligible Participant’s Designated Retirement Date. Notwithstanding the foregoing, in the event an Eligible Participant has not commenced benefits under the Plan, and dies on or after his Designated Retirement Date and before his Mandatory Payment Date, the Pre-Retirement Surviving Spouse’s Benefit shall be payable to the Eligible Participant’s spouse.

ARTICLE V

GENERAL PROVISIONS

5.01 Administration of Plan . The Plan Administrator of this Plan shall be the Director, Global Compensation and Benefits of the Company. This Plan shall be administered by the Plan Administrator who shall have discretion to interpret the provisions of the Plan, to determine the amount of benefits payable under the Plan, and to decide any questions or disputes arising under the Plan. All such decisions made by the Plan Administrator shall be final and binding on the Company, its subsidiaries, the Eligible Participants and their heirs or beneficiaries.

5.02 Amendment or Termination of Plan . The Company reserves the right to amend, modify or terminate this Plan at any time by authority of its Board of Directors, provided that such action shall not adversely affect any Eligible Participant’s rights to a benefit which has become payable pursuant to the provisions of this Plan prior to such action.

 

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5.03 Termination of Employment . Nothing contained in this Plan shall be construed as a contract of employment between the Company or a subsidiary and any Eligible Participant, or as a right of any Eligible Participant to be continued in employment of the Company or a subsidiary, or as a limitation on the right of the Company or a subsidiary to discharge any of its employees, with or without cause.

5.04 Benefit Not Assignable . An Eligible Participant’s rights under this Plan shall not be subject to assignment, encumbrance, garnishment, attachment or charge (whether voluntary or involuntary), and, in the event of any such assignment, action or proceeding, any benefit otherwise payable under this Plan shall be deemed terminated or forfeited.

5.05 Payment of FICA Taxes . At the time Federal Insurance Contributions Act (“FICA”) taxes become due and payable by an Eligible Participant on his benefit under the Plan, such FICA taxes shall be paid from the Plan as follows:

A. If FICA taxes are payable in the same calendar year that payment of the benefit commences under Section 4.04, the FICA taxes shall be withheld from the benefit paid in that calendar year and remitted on behalf of the Eligible Participant to the U.S. Treasury; or

B. If FICA taxes are payable in a calendar year prior to the calendar year that payment of the benefit commences under Section 4.04, the amount of the FICA taxes and any corresponding federal, state or local income tax withholding shall be paid from the Plan on behalf of the Eligible Participant to the U.S. Treasury and applicable tax authorities, and the Eligible Participant’s benefit shall be reduced by the amount of these tax payments.

5.06 Disputed Claims . In the event an Eligible Participant is not located and does not make a valid benefit election by his Mandatory Payment Date, then the amount of benefits payable under this Plan from such Mandatory Payment Date shall be reported to the IRS as income to the Eligible Participant and shall be paid to the Eligible Participant once he notifies the Plan of his whereabouts. In the event the Plan is notified that the Eligible Participant died prior to his Mandatory Payment Date, the Plan will correct the tax reporting to the IRS and, if applicable, will pay the Pre-Retirement Surviving Spouse’s Benefit to the Eligible Participant’s spouse.

5.07 Claims Procedures .

A. Any Eligible Participant or other person, or the duly authorized representative of such individual, shall be entitled to file a written claim for benefits under the Plan. The right of any Eligible Participant or other person claiming a benefit under the Plan shall be initially determined by the Plan Administrator or his appointed agent within 90 days of the receipt of the claim. If special circumstances require an extension of time for processing the claim, the Plan Administrator shall give a written

 

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notice of the required extension to the claimant by mail or delivery, prior to the expiration of the initial 90-day period. The notice shall indicate the circumstances requiring the extension and the date by which the Plan Administrator expects to render a decision. In no event may the extension exceed 90 days from the end of the initial 90-day period.

Any partial or total denial by the Plan Administrator of a claim for benefits under the Plan shall be stated in writing and mailed or delivered to the claimant. Such notice of denial shall (i) set forth the specific reason(s) for the denial, (ii) make reference to the specific provisions of the Plan on which the denial is based, (iii) include a description of any additional material or information necessary to perfect the claim with an explanation of why such material or information is necessary, and (iv) provide a description of the procedure for appeal of the denied claim, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on appeal.

B. A claimant or his duly authorized representative may (i) request a review of a denied claim by written request to the Plan Administrator, (ii) submit written comments, documents, records and other information relating to the claim for benefits, and (iii) upon reasonable request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits. A claimant’s request for review shall be filed with the Plan Administrator within 60 days after receipt by the claimant of the notice of claim denial.

Within 60 days after receipt of a request for review of a denied claim, the Plan Administrator shall make a determination. If special circumstances require an extension of time for processing the review of the denied claim, the Plan Administrator shall give a written notice of the required extension to the claimant by mail or delivery, prior to the expiration of the initial 60-day period. The notice shall indicate the circumstances requiring the extension and the date by which the Plan Administrator expects to render a decision. In no event may the extension exceed 60 days from the end of the initial 60-day period.

Any partial or total denial by the Plan Administrator of a benefit claim on review shall be stated in writing and mailed or delivered to the claimant. Such notice of denial shall (i) set forth the specific reason(s) for the denial, (ii) make reference to the specific provisions of the Plan on which the denial is based, (iii) include a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits, and (iv) include a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

C. Any decision by the Plan Administrator shall be written in a manner calculated to be understood by the claimant. Such decision shall be final and binding upon the person claiming an interest in the Plan.

 

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5.08 Construction . This Plan shall be adopted and maintained according to the laws of the state of New York (except its choice-of-law rules and except to the extent that such laws are preempted by applicable federal law). Headings and captions are only for convenience; they do not have substantive meaning. If a provision of this Plan is not valid or enforceable, the validity or enforceability of any other provision shall not be affected. Use of one gender includes all, and the singular and plural include each other.

 

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Appendix A

Optional Forms of Life Annuity

Single Life Annuity

Fifty percent (50%) Joint & Survivor Annuity

Seventy-five percent (75%) Joint & Survivor Annuity

One hundred percent (100%) Joint & Survivor Annuity

Term Certain and Life – 5, 10, 15 or 20 Years

The forms of payment under this Plan shall be determined in accordance with methodology defined under the Pension Plan. All forms of payment are Actuarial Equivalent as such term is defined under the Pension Plan.

Execution Version

Exhibit 10.3

THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION: [***].

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND

SECURITY AGREEMENT

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of January 23, 2009 (this “ Amendment ), is by and among:

(a) RED BIRD RECEIVABLES, LLC, a Delaware limited liability company formerly known as Red Bird Receivables, Inc., a Delaware corporation ( “Borrower” ),

(b) INTERNATIONAL PAPER COMPANY, a New York corporation ( “International Paper” and, together with Borrower, the “Loan Parties” and each, a “Loan Party” ), as Servicer,

(c) GOTHAM FUNDING CORPORATION, a Delaware corporation as assignee of Victory Funding Corporation (together with its successors, “Gotham” ), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as a Liquidity Bank to Gotham (together with its successors, “BTMU” and, together with Gotham, the “Gotham Group” ),

(d) PARK AVENUE RECEIVABLES COMPANY, LLC, a Delaware limited liability company (together with its successors, “PARCO” ), and JPMORGAN CHASE BANK, N.A., in its capacity as a Liquidity Bank to PARCO (together with its successors, “JPMorgan” and, together with PARCO, the “PARCO Group” ),

(e) STARBIRD FUNDING CORPORATION, a Delaware corporation (together with its successors, “Starbird” ), and BNP PARIBAS, ACTING THROUGH ITS NEW YORK BRANCH, in its capacity as a Liquidity Bank to Starbird (together with its successors, “BNP Paribas” and, together with Starbird, the “Starbird Group” ),

(f) CAFCO, LLC, a Delaware limited liability company (together with its successors, “CAFCO” and, together with Gotham, PARCO and Starbird, the “Conduits” ), and CITIBANK, N.A., in its capacity as a Liquidity Bank to CAFCO (together with its successors, “Citibank” and, together with CAFCO, the “CAFCO Group” ),

(g) THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as agent for the Gotham Group (together with its successors in such capacity, the “Gotham Agent” or a “Co-Agent” ), JPMORGAN CHASE BANK, N.A., in its capacity as agent for the PARCO Group (together with its successors in such capacity, the “PARCO Agent” or a “Co-Agent” ), BNP PARIBAS, ACTING THROUGH ITS NEW YORK BRANCH, in its capacity as agent for the Starbird Group (together with its successors in such capacity, the “Starbird Agent” or a “Co-Agent” ), and


CITICORP NORTH AMERICA, INC. in its capacity as agent for the CAFCO Group (“ CNAI” and, together with its successors in such capacity, the “CAFCO Agent” or a “Co-Agent” ), and

(h) CITICORP NORTH AMERICA, INC., as administrative agent for the Gotham Group, the PARCO Group, the Starbird Group, the CAFCO Group and the Co-Agents (in such capacity, together with any successors thereto in such capacity, the “Administrative Agent” and together with each of the Co-Agents, the “Agents” ).

Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Credit Agreement (as defined below).

PRELIMINARY STATEMENTS

WHEREAS , the parties hereto are parties to that certain Second Amended and Restated Credit and Security Agreement, dated as of March 13, 2008 (as amended or otherwise modified from time to time, the “ Credit Agreement ”);

WHEREAS , the Loan Parties desire to amend the Credit Agreement as hereinafter set forth; and

WHEREAS , the Agents are willing to agree to such amendments on the terms and subject to the conditions set forth in this Amendment;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments . Effective on the date hereof, upon satisfaction of each of the conditions precedent set forth in Section 3 below:

1.1. The definition in Exhibit I to the Credit Agreement of each of the terms specified below is hereby amended and restated in its entirety to read, respectively, as follows:

[***]

“Borrowing Base” means, on any date of determination, the [***] as of the last day of the period covered by the most recent Collateral Report, minus the [***] as of the last day of the period covered by the most recent Collateral Report, and minus Dilution that has occurred since the most recent Cut-Off Date to the extent that such Dilution exceed the [***].

“Change of Control” means (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of more than 50% of the outstanding shares of voting stock of International Paper, (b) International Paper consolidates or merges with or into another Person, or (c) International Paper fails to own, directly or indirectly, 100% of the outstanding membership interests of Borrower.

 

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“Commitment Termination Date” means the earliest of (a) January 22, 2010, (b) the Amortization Date, and (c) the date the Aggregate Commitment reduces to zero.

[***]

“Eligible Receivable” means, at any time, a Receivable:

(i) the Obligor of which (a) if a natural person, is a resident of the United States or, if a corporation or other business organization, is organized under the laws of the United States or any political subdivision thereof and has its chief executive office in the United States; (b) is not an Affiliate of any of the parties hereto; and (c) is not a government or a governmental subdivision or agency,

(ii) which is not a [***],

(iii) which was not a [***] on the date on which it was acquired by Borrower,

(iv) which by its terms is due and payable within 91 days of the original billing date therefor and has not had its payment terms extended more than once, or transferred to note receivables,

(v) which is an “account” or “chattel paper” (other than “electronic chattel paper”), each within the meaning of Article 9 of the UCC of all applicable jurisdictions,

(vi) which is denominated and payable only in United States dollars in the United States,

(vii) which arises under a Contract, which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law),

(viii) which arises under a Contract which does not require the Obligor under such Contract to consent to the transfer, sale, pledge or assignment of the rights and duties of the Originator or any of its assignees under such Contract,

 

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(ix) which arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale of goods or the provision of services by the Originator,

(x) which is not a credit card receivable,

(xi) which was generated in the ordinary course of the Originator’s business,

(xii) which arises solely from the sale of goods or the provision of services to the related Obligor by the Originator, and not by any other Person (in whole or in part),

(xiii) which is not subject to any dispute, counterclaim, right of rescission, set-off, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the applicable Obligor against the Originator or any of its Affiliates or any other Adverse Claim, and the Obligor thereon holds no right as against the Originator to cause the Originator to repurchase the goods or merchandise the sale of which shall have given rise to such Receivable (except with respect to sale discounts effected pursuant to the Contract, or defective goods returned in accordance with the terms of the Contract); provided , however , that if such dispute, offset, counterclaim or defense affects only a portion of the Outstanding Balance of such Receivable, then such Receivable may be deemed an Eligible Receivable to the extent of the portion of such Outstanding Balance which is not so affected, and provided , further , that Receivables of any Obligor which has any accounts payable by the Originator or by a wholly-owned Subsidiary of the Originator (thus giving rise to a potential offset against such Receivables) may be treated as Eligible Receivables to the extent that the Obligor of such Receivables has agreed pursuant to a written agreement in form and substance satisfactory to the Administrative Agent, that such Receivables shall not be subject to such offset,

(xiv) as to which the Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor,

(xv) as to which each of the representations and warranties contained in Sections 6.1(i), (j), (l), (q)(ii), (r) or (s) is true and correct,

(xvi) all right, title and interest to and in which has been validly transferred to Borrower under and in accordance with the Receivables Sale and Contribution Agreement,

(xvii) which is not a Suspense Account, and

(xviii) the Obligor of which is not a Specified Obligor.

 

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“GAAP” means generally accepted accounting principles as currently in effect in the United States of America.

“Indebtedness” means, as to any Person: (a) indebtedness created, issued or incurred by such Person for borrowed money (whether by loan or the issuance and sale of debt securities); (b) obligations of such Person to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within 90 days of the date the respective goods are delivered or the respective services are rendered; (c) indebtedness of others secured by an Adverse Claim on the property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (e) Capital Lease Obligations of such Person; and (f) Indebtedness of others Guaranteed by such Person.

[***]

“LIBOR” means, for any Interest Period, the rate per annum equal to the sum of (i) (a) the rate per annum determined on the basis of the offered rate for deposits in U.S. dollars of amounts equal or comparable to the principal amount of the related Loan offered for a term comparable to such Interest Period, which rates appear on a Bloomberg L.P. terminal, displayed under the address “US0001M <Index> Q <Go>” effective as of 11:00 A.M., London time, two Business Days prior to the first day of such Interest Period, provided that if no such offered rates appear on such page, LIBOR for such Interest Period will be the arithmetic average (rounded upwards, if necessary, to the next higher  1 / 100 th of 1%) of rates quoted by not less than two major banks in New York, New York, selected by the Administrative Agent, at approximately 10:00 a.m. (New York time), two Business Days prior to the first day of such Interest Period, for deposits in U.S. dollars offered by leading European banks for a period comparable to such Interest Period in an amount comparable to the principal amount of such Loan, divided by (b) one minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves) which is imposed against the Administrative Agent in respect of Eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such Interest Period, plus (ii) [***] basis points. LIBOR shall be rounded, if necessary, to the next higher  1 / 16 of 1%.

[***]

“Settlement Date” means (A) each Monthly Settlement Date, (B) the second Business Day after each Weekly Reporting Date, (C) the second Business Day after each Daily Reporting Date, and (D) the last day of the relevant Interest Period in respect of each Loan funded through a Liquidity Funding.

 

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“Settlement Period” means (A) in respect of each Loan of a Conduit, the immediately preceding Calculation Period (or, during the Weekly Reporting Period, the calendar week then most recently ended (or, during the Weekly Reporting Period that is also a Daily Reporting Period, the immediately preceding Business Day)) and (B) in respect of each Loan funded through a Liquidity Funding, the entire Interest Period of such Loan (or, during the Weekly Reporting Period, the calendar week then most recently ended) (or, during the Weekly Reporting Period that is also a Daily Reporting Period, the immediately preceding Business Day)).

“Termination Date” has the meaning set forth in the Receivables Sale and Contribution Agreement.

1.2. The following new definitions are hereby inserted into Exhibit I to the Credit Agreement in their appropriate alphabetical order:

“Accounting Based Consolidation Event” means the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of any Conduit that is the subject of this Agreement or any other Transaction Document with all or any portion of the assets and liabilities of any Liquidity Bank in its Group or the Co-Agent of its Group or any of their affiliates (any such Person, an “Affected Entity” ) as the result of the existence of, or occurrence of any change in, accounting standards or the issuance of any pronouncement, interpretation or release, by any accounting body or any other body charged with the promulgation or administration of accounting standards, including, without limitation, the Financial Accounting Standards Board, the International Accounting Standards Board, the American Institute of Certified Public Accountants, the Federal Reserve Board of Governors and the Securities and Exchange Commission, and shall occur as of the date that such consolidation (i) shall have occurred with respect to the financial statements of any Affected Entity or (ii) shall have been required to have occurred, regardless of whether such financial statements were prepared as of such date.

“Affected Entity” has the meaning set forth in the definition “Accounting Based Consolidation Event”.

“Capital Lease Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal property which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP (including Statement of Financial Accounting Standard No. 13 of the Financial Accounting Standards Board) and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP (including such Statement No. 13).

“Collateral Report” means a Monthly Report, a Weekly Report or a Daily Report.

 

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“Consolidated Net Worth” means, as at any time, the sum of the following for International Paper and its Consolidated Subsidiaries determined on a consolidated basis (without duplication) in accordance with GAAP: (a) the amount of capital stock; plus (b) the amount of surplus and retained earnings (or, in the case of a surplus or retained earnings deficit, minus the amount of such deficit); minus (c) the cost of treasury shares; provided, however, the foregoing calculation shall not take into account any impairment of goodwill arising under FASB 142.

“Consolidated Subsidiary” means, as to any Person, each Subsidiary of such Person (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of such Person in accordance with GAAP.

“Daily Report” means a report, in substantially the form of Exhibit IX hereto (appropriately completed), furnished by the Servicer to the Administrative Agent pursuant to Section 8.5.

“Daily Reporting Date” means each Business Day during the Daily Reporting Period (or if any such day is not a Business Day, the next succeeding Business Day thereafter).

“Daily Reporting Period” means the period beginning on the first Business Day after the current published rating by S&P or Moody’s of International Paper’s long-term senior unsecured non-credit-enhanced debt is less than BB from S&P or is less than Ba2 from Moody’s.

“Gotham Fee Letter” means that certain Gotham Fee Letter dated as of January 23, 2009 by and among International Paper, Borrower and the Gotham Agent, as the same may be amended, restated or otherwise modified from time to time

“Guarantee” means a guarantee, an endorsement, a contingent agreement to purchase or to furnish funds for the payment or maintenance of, or otherwise to be or become contingently liable under or with respect to, the Indebtedness, other obligations, net worth, working capital or earnings of any Person, or a guarantee of the payment of dividends or other distributions upon the stock of any corporation, or an agreement to purchase, sell or lease (as lessee or lessor) property, products, materials, supplies or services primarily for the purpose of enabling a debtor to make payment of his, her or its obligations or an agreement to assure a creditor against loss, and including causing a bank to open a letter of credit for the benefit of another Person, but excluding endorsements for collection or deposit in the ordinary course of business. The terms “Guarantee” and “Guaranteed” used as a verb shall have a correlative meaning.

“Monthly Settlement Date” means the second Business Day after each Monthly Reporting Date.

 

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“Pool Receivable” means any Receivable other than a Receivable owing from a Specified Obligor.

“Specified Obligor” means any of Smurfit-Stone Container Corporation, Dole Food Company, Inc. and National Envelope Corporation.

“Total Capital” means, at any date, Consolidated Net Worth plus Total Debt each determined as of such date.

“Total Debt” means, at any time, the aggregate outstanding principal amount of all Indebtedness of International Paper and its Consolidated Subsidiaries at such time determined on a consolidated basis (without duplication) in accordance with GAAP.

“Weekly Report” means a report, in substantially the form of Exhibit VIII hereto (appropriately completed), furnished by the Servicer to the Administrative Agent pursuant to Section 8.5.

“Weekly Reporting Date” means Wednesday of each week during the Weekly Reporting Period (or if any such day is not a Business Day, the next succeeding Business Day thereafter).

“Weekly Reporting Period” means the period beginning on the first week after the current published rating by S&P or Moody’s of International Paper’s long-term senior unsecured non-credit-enhanced debt is less than BBB- from S&P or is less than Baa3 from Moody’s.

“Weyerhaeuser Receivables” means Receivables which are booked on Borrower’s accounting system P80 SAP.

1.3 The definition of “Victory Fee Letter” in Exhibit I to the Receivables Purchase Agreement is deleted in its entirety.

1.4 All references in the Credit Agreement to “Victory Funding Corporation” are hereby replaced with references to “Gotham Funding Corporation”. All references to “Victory”, whether alone or as part of another defined term are hereby replaces with references to “Gotham”.

1.5. [***]

1.6. Each reference to “Settlement Date” or “Settlement Dates” in Sections 1.3(a), 1.4(e), 2.2(a) and 3.2(d)(iii) of the Credit Agreement is hereby replaced with “Monthly Settlement Date” or “Monthly Settlement Dates”, respectively.

 

8


1.7. Section 3.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Section 3.1. [***]

1.8. Section 3.2(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date, (ii) on each Business Day from and after the occurrence of an Amortization Event and during the continuation thereof, and (iii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1, the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups’ respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date; provided, however, that prior to the occurrence of an Amortization Event, the Servicer shall not be obligated to turn over Collections to pay Obligations other than principal on Settlement Dates that are not Monthly Settlement Dates. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicing Fee and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1(d) (all of the foregoing, collectively, the “Required Amounts” ) and Borrower has made any Demand Advances, Borrower shall make demand upon International Paper for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups’ Percentages, for distribution in accordance with this Section 3.2.

 

9


1.9. Section 3.2(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(e) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing on such date; provided, however, that prior to the occurrence of an Amortization Event, the Servicer shall not be obligated to turn over Collections to pay Obligations other than principal on Settlement Dates that are not Monthly Settlement Dates.

1.10. Section 8.5 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Section 8.5. Collateral Reports . The Servicer shall prepare and forward to the Co-Agents (i) on each Monthly Reporting Date, a Monthly Report and an electronic file of the data contained therein, (ii) on each Weekly Reporting Date while any Loans are outstanding, a Weekly Report and an electronic file of the data contained therein, (iii) on each Daily Reporting Date while any Loans are outstanding, a Daily Report and an electronic file of the data contained therein, and (iv) upon five (5) Business Day’s notice by Administrative Agent and in no event not more than once every six (6) months, a listing by Obligor (such Obligors to be limited to those with payables in excess of $250,000) of all Receivables together with an aging of such Receivables; provided, however, that if (a) an Amortization Event shall exist and be continuing or (b) [***], at such times as the Administrative Agent shall request, the Servicer agrees to prepare and forward to the Co-Agents a listing by Obligor of all Receivables together with an aging of such Receivables.

1.11. Section 9.1(a)(i) of the Credit Agreement is hereby amended by deleting the reference to “two (2) Business Days” contained therein and replaced with “one (1) Business Day”.

1.12 Section 9.1(f) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(f) Failure of International Paper or any of its Material Subsidiaries other than Borrower to pay Indebtedness in excess of $200,000,000 in aggregate principal amount (hereinafter, “Material Indebtedness” ) when due; or the default by International Paper or any of its Material Subsidiaries other than Borrower in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause, or permit the holder or holders of such Material Indebtedness or a trustee on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Material Indebtedness to become due prior to its

 

10


stated maturity; or any Material Indebtedness of International Paper or any of its Material Subsidiaries other than Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

1.13. Section 9.1(n) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(n) (i) International Paper’s ratio of Total Debt to Total Capital shall exceed 0.60 to 1.00, or (ii) International Paper’s Consolidated Net Worth is less than nine billion dollars ($9,000,000,000).

1.14. Section 9.1(q) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(q) [***]

1.15 Section 10.2 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Section 10.2 Increased Cost and Reduced Return; Accounting Based Consolidation Event .

(a) If after the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (a “Regulatory Change” ): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Administrative Agent, Borrower shall pay to the Administrative Agent, for the benefit of the relevant Funding Source, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction.

 

11


(b) If, after the date hereof, any Accounting Based Consolidation Event shall occur, then from and after written notification thereof from any Co-Agent to Administrative Agent, Borrower and Servicer, the Program Fee Rate (as defined in the applicable Fee Letter) shall be, instead of the Program Fee Rate a rate equal to (i) LIBOR for a one-month Interest Period on such day minus (ii) 75 basis points.

1.16. A new Section 14.13 is hereby added to the Credit Agreement which reads as follows:

Section 14.13 Federal Reserve . Notwithstanding any other provision of this Agreement to the contrary, any Conduit or Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Conduit or Liquidity Bank to a Federal Reserve Bank located in the United States of America, without notice to or consent of the Borrower, the Administrative Agent or any Co-Agent; provided that no such pledge or grant of a security interest shall release a Conduit or a Liquidity Bank from any of its obligations hereunder or substitute any such pledgee or grantee for such Conduit or Liquidity Bank as a party hereto.

1.17. [***]

1.18. [***]

2. Acknowledgement and Limited Waiver . Each of the Agents hereby (a) acknowledges that (i) each Monthly Report, each re-computation (if any) of the Borrowing Base and each other report or information with respect to the Collateral delivered under the Credit Agreement prior to the date hereof did not include the Weyerhaeuser Receivables, (ii) each Monthly Report, each re-computation (if any) of the Borrowing Base and each other report or information with respect to the Collateral delivered under the Credit Agreement after the date hereof based on information through February 28, 2009 will not include the Weyerhaeuser Receivables, and (iii) the financial statements dated as of September 30, 2008 previously delivered under the Credit Agreement did not include the Weyerhaeuser Receivables and (b) waives any breach of Section 6.1(g) of the Credit Agreement resulting from such omission of the Weyerhaeuser Receivables. The limited waiver set forth in this Section 2 of the Amendment is effective solely for the purposes set forth herein and shall not, except as expressly provided herein, be deemed to (i) be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Transaction Document, (ii) prejudice any right or rights that the Agents, Conduits or Liquidity Banks may have or may have in the future under or in connection with the Credit Agreement or any other Transaction Document or (iii) waive compliance with Section 6.1(g) of the Credit Agreement for any Monthly Report, re-computation of the Borrowing Base (if any) or any other report or information with respect to the Collateral delivered after February 28, 2009.

 

12


3. Conditions Precedent . This Amendment shall become effective as of the date first above written upon (a) execution and delivery by each of the parties hereto of a counterpart of this Amendment, (b) execution and delivery by the relevant parties of an amendment and restatement of each of the Fee Letters (each individually, an “ A&R Fee Letter ”), and (c) receipt by the relevant parties of payment of the Amendment and Renewal Fee (as defined in each A&R Fee Letter).

4. Miscellaneous .

(a) CHOICE OF LAW . THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW.

(b) Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

(c) Ratification . Except as expressly amended hereby, the Credit Agreement remains unaltered and in full force and effect and is hereby ratified and confirmed.

 

13


Execution Version

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof.

 

RED BIRD RECEIVABLES, LLC
By:  

/s/ David E. Arick

  Name:   David E. Arick
  Title:   President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT]


INTERNATIONAL PAPER COMPANY, as Servicer
By:  

/s/ Errol A. Harris

  Name:   Errol A. Harris
  Title:   Vice President & Treasurer

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT]


GOTHAM FUNDING CORPORATION
By:  

/s/ R. Douglas Donaldson

  Name:   R. Douglas Donaldson
  Title:   Treasurer
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Liquidity Bank
By:  

/s/ Ravneet Mumick

  Name:   Ravneet Mumick
  Title:   Authorized Signatory
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Gotham Agent
By:  

/s/ Aditya Reddy

  Name:   Aditya Reddy
  Title:   Vice President and Manager

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT]


PARK AVENUE RECEIVABLES COMPANY, LLC
B Y : JPM ORGAN C HASE B ANK , N.A., ITS ATTORNEY - IN - FACT
By:  

/s/ John M. Kuhns

  Name:   John M. Kuhns
  Title:   Executive Director
JPMORGAN CHASE BANK, N.A.,
as a Liquidity Bank and as PARCO Agent
By:  

/s/ John M. Kuhns

  Name:   John M. Kuhns
  Title:   Executive Director

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT]


STARBIRD FUNDING CORPORATION
By:  

/s/ Louise E. Colby

  Name:   Louise E. Colby
  Title:   Vice President

BNP PARIBAS, ACTING THROUGH ITS NEW YORK

BRANCH, as a Liquidity Bank and as Starbird Agent

By:  

/s/ Steve Parsons

  Name:   Steve Parsons
  Title:   Managing Director
By:  

/s/ Philippe Mojon

  Name:   Philippe Mojon
  Title:   Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT]


CAFCO, LLC

BY: CITICORP NORTH AMERICA, INC., ITS

ATTORNEY-IN-FACT

By:  

/s/ Tom Sullivan

  Name:   Tom Sullivan
  Title:  
CITICORP NORTH AMERICA, INC.,
as CAFCO Agent and as Administrative Agent
By:  

/s/ Tom Sullivan

  Name:   Tom Sullivan
  Title:  

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT]


CITIBANK, N.A.,
as a Liquidity Bank
By:  

/s/ Tom Sullivan

  Name:   Tom Sullivan
  Title:  

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT]

 


A NNEX A

EXHIBIT VIII

[***]

See attached.


A NNEX B

EXHIBIT IX

[***]

See attached.

Execution Version

Exhibit 10.4

AMENDMENT #2 TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT

THIS AMENDMENT #2 RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (this “Amendment” ) is entered into as of January 23, 2009, by and between INTERNATIONAL PAPER COMPANY, a New York corporation ( “IPCO” ), and RED BIRD RECEIVABLES, LLC, a Delaware limited liability company formerly known as Red Bird Receivables, Inc. ( “Buyer” ), and pertains to the Receivables Sale and Contribution Agreement between IPCO and Buyer dated as of March 13, 2008 (the “Existing Agreement” ). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Existing Agreement.

W I T N E S S E T H :

WHEREAS, the parties wish to modify the Existing Agreement as hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree as follows:

1. Amendments . Effective on the date hereof, upon satisfaction of each of the conditions precedent set forth in Section 3 below:

1.1 Section 1.7 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

Section 1.7 Characterization . If, notwithstanding the intention of the parties expressed in Section 1.2(c) , any sale or contribution by IPCO to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization” ), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, IPCO hereby grants to Buyer a duly perfected security interest in all of IPCO’s right, title and interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of IPCO hereunder (collectively, the “IPCO Collateral” ), which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, each of IPCO and the Buyer represents and warrants as to itself that each remittance of Collections by IPCO to Buyer hereunder will have been (i) in payment of a debt incurred by IPCO in the ordinary course of business or financial affairs of IPCO and the Buyer and (ii) made in the ordinary course of business or financial affairs of IPCO and the Buyer.


1.2 The following new definition is hereby inserted into Exhibit I to the Existing Agreement in the appropriate alphabetical order:

“Recharacterization” has the meaning set forth in Section 1.7 of the Agreement.

2. Representations .

2.1. IPCO hereby represents and warrants to the other parties hereto that it has duly authorized, executed and delivered this Amendment and that this Amendment constitutes, a legal, valid and binding obligation of IPCO, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability).

2.2. IPCO further represents and warrants to the other parties hereto that, after giving effect to this Amendment, each of its representations and warranties set forth in Section 2.1 of the Existing Agreement is true and correct as of the date hereof.

3. Condition Precedent . This Amendment shall become effective upon the Administrative Agent’s receipt of a counterpart hereof duly executed by each of the parties hereto and consented to by the Administrative Agent.

4. Miscellaneous .

4.1. Except as expressly amended hereby, the Existing Agreement shall remain unaltered and in full force and effect, and each of the parties hereto ratifies and confirms each of the Transaction Documents to which it is a party.

4.2. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW.

4.3. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same amendment.

4.4. To the fullest extent permitted by applicable law, delivery of an executed counterpart hereof via facsimile or via electronic mail of a .pdf copy hereof, shall have the same force and effect as delivery of an executed original hereof.

<Signature pages follow>


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof.

 

INTERNATIONAL PAPER COMPANY
By:  

/s/ Errol A. Harris

  Name: Errol A. Harris
  Title:   Vice President and Treasurer
RED BIRD RECEIVABLES, LLC
By:  

/s/ D.E. Arick

  Name: David E. Arick
  Title:   President

By its signature below, the undersigned hereby consents to the foregoing Amendment pursuant to Section 7.1(i)(xiv) of the Credit and Security Agreement:

 

CITICORP NORTH AMERICA, INC., as

Administrative Agent

By:  

/s/ Tom Sullivan

  Name: Tom Sullivan
  Title:

Exhibit 10.5

EXECUTION VERSION

AMENDMENT NO. 2, dated as of February 26, 2009 (this “ Amendment ”), among INTERNATIONAL PAPER COMPANY, a New York corporation (the “ Borrower ”), and the Lenders listed on the signature pages hereto, to the Credit Agreement dated as of June 16, 2008, as amended (the “ Credit Agreement ”) among the Borrower, the Guarantors, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, the Borrower has requested that the Administrative Agent and the Required Lenders consent to this Amendment as set forth below;

WHEREAS, Section 9.02(b) of the Credit Agreement permits the Credit Agreement to be amended from time to time;

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendments .

Section 2.09(d) of the Credit Agreement is hereby amended by replacing the last sentence with the following:

“All prepayments of Tranche A Loans shall be applied to reduce scheduled repayments required under Section 2.08(a)(i) in direct order of maturity.”

Section 2. Conditions to Effectiveness .

This Amendment shall become effective as of the date when each of the following conditions is satisfied:

(a) The Administrative Agent (or its counsel) shall have received from (i) Lenders constituting the Required Lenders and (ii) the Borrower, a counterpart of this Amendment signed on behalf of such party;

(b) All corporate and other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be reasonably satisfactory in form and substance to the Administrative Agent; and

(c) At the time of and after giving effect to the Amendment, no Default or Event of Default has occurred and is continuing.

Section 3. Representations and Warranties .

In order to induce the Lenders and the Administrative Agent to authorize this Amendment, the Borrower represents and warrants to each of the Lenders that both before and after giving effect to this Amendment:

(a) The execution, delivery, and performance of this Amendment by the Borrower is within the corporate power and authority of the Borrower and has been duly authorized by all necessary corporate action.


(b) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid, and binding obligations of each of the Obligors, enforceable in accordance with their terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditor’s rights generally.

(c) At the time of and after giving effect to the Amendment, no Default or Event of Default has occurred and is continuing.

Section 4. Expenses . The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP , counsel for the Administrative Agent.

Section 5. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 6. Applicable Law . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 7. Headings . The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 8. Effect of Amendment . Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Syndication Agent or the Co-Documentation Agents under the Credit Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 9. Reference to the Credit Agreement . Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as modified hereby.

 

-2-


Section 10. Binding Effect . This Amendment and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto, and shall be enforceable by any such successors and assigns.

 

-3-


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

INTERNATIONAL PAPER COMPANY
By:  

/s/ Errol Harris

 

Name:

  Errol Harris
  Title:   Vice President & Treasurer


JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
By:  

/s/ Peter S. Predun

  Name:   Peter S. Predun
  Title:   Executive Director


COBANK, ABC, as a Lender
By:  

/s/ Michael Tousignant

  Name:   Michael Tousignant
  Title:   Vice President


BANK OF AMERICA, N.A., as a Lender
By:  

/s/ Michael L. Letson

  Name:   Michael L. Letson
  Title:   Vice President


DEUTSCHE BANK AG NEW YORK

BRANCH, as a Lender

By:  

/s/ Ming K. Chu

 

Name:

  Ming K. Chu
  Title:   Vice President
By:  

/s/ Heidi Sandquist

  Name:   Heidi Sandquist
  Title:   Director


THE ROYAL BANK OF SCOTLAND PLC, as a Lender
By:  

/s/ L. Peter Yetman

  Name:   L. Peter Yetman
  Title:   SVP


BNP PARIBAS, as a Lender
By:  

/s/ Richard Pace

  Name:   Richard Pace
  Title:   Managing Director
By:  

/s/ Nuala Marley

  Name:   Nuala Marley
  Title:   Managing director


SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:  

/s/ Yoshihiro Hyakutome

  Name:   Yoshihiro Hyakutome
  Title:   General Manager


BANCO BILBAO VIZCAYA ARGENTARIA S.A., as a Lender
By:  

/s/ Michael D’Anna

  Name:   Michael D’Anna
  Title:   Director
By:  

/s/ Krister Holm

  Name:   Krister Holm
  Title:   Managing Director


CALYON NEW YORK BRANCH, as a Lender
By:  

/s/ Rod Hurst

  Name:   Rod Hurst
  Title:   Managing Director
By:  

/s/ Yuri Muzichenko

  Name:   Yuri Muzichenko
  Title:   Director


Regions Bank, as a Lender
By:  

/s/ Bryan W. Ford

  Name:   Bryan W. Ford
  Title:   Senior Vice President


SOCIETE GENERALE, as a Lender
By:  

/s/ Andrew S. Green

  Name:   Andrew S. Green
  Title:   Director


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. NEW YORK BRANCH, as a Lender
By:  

/s/ Ravneet Mumick

  Name:   Ravneet Mumick
  Title:   Authorized Signatory


TORONTO DOMINION (TEXAS) LLC, as a Lender
By:  

/s/ Debbi L. Brito

  Name:   Debbi L. Brito
  Title:   Authorized Signatory


THE BANK OF NOVIA SCOTIA, as a Lender
By:  

/s/ Paula Czach

 

Name:

  Paula Czach
 

Title:

  Director


MIZUHO CORPORATE BANK, LTD., as a Lender

By:  

/s/ Raymond Ventura

 

Name:

  Raymond Ventura
 

Title:

 

Deputy General Manager


Nordea Bank Finland Plc, Acting through its New York and Grand Cayman Branches, as a Lender

By:  

/s/ Henrik M. Steffensen

 

Name:

  Henrik M. Steffensen
 

Title:

 

Senior Vice President

By:  

/s/ Leena Parker

 

Name:

 

Leena Parker

 

Title:

 

Vice President


SCOTIABANC INC., as a Lender

By:  

/s/ J.F. Todd

 

Name:

 

J.F. Todd

 

Title:

 

Managing Director


The Governor and Company of the Bank of Ireland, as a Lender

By:  

/s/ Carla Ryan

 

Name:

  Carla Ryan
 

Title:

 

Associate Director

By:  

/s/ Peter O’Connor

 

Name:

 

Peter O’Connor

 

Title:

 

Deputy Manager


LANDESBANK BADEN-WUERTTEMBERG NEW YORK AND/OR GRAND CAYMAN ISLANDS BRANCH, as a Lender

By:  

/s/ Francois Delangle

 

Name:

  Francois Delangle
 

Title:

 

Vice President

By:  

/s/ Carolyn Gutbrod

 

Name:

 

Carolyn Gutbrod

 

Title:

 

Vice President


PNC Bank, National Association, as a Lender

By:  

/s/ Robert M. Martin

 

Name:

 

Robert M. Martin

 

Title:

 

Senior Vice President


AGFIRST FARM CREDIT BANK, as a Lender

By:  

/s/ Matt H. Jeffords

 

Name:

 

Matt H. Jeffords

 

Title:

 

Assistant Vice President


First Tennessee Bank, as a Lender

By:  

/s/ Matthew A. Wages

 

Name:

 

Matthew A. Wages

 

Title:

 

Vice President


CATHAY UNITED BANK, as a Lender

By:  

/s/ Clement Au

 

Name:

 

Clement Au

 

Title:

 

VP & Deputy General Manager


AMERICAN SAVINGS BANK, FSB, as a Lender

By:  

/s/ Carl A. Morita

 

Name:

 

Carl A. Morita

 

Title:

 

Vice President


AGFIRST FARM CREDIT BANK, as a Voting Participant

By:  

/s/ Matt H. Jeffords

 

Name:

 

Matt H. Jeffords

 

Title:

 

Assistant Vice President


AMERICAN AGCREDIT FMA, as a Lender

By:  

/s/ Vern Zander

 

Name:

 

Vern Zander

 

Title:

 

Vice President


BADGERLAND FINANCIAL F/K/A BADGERLAND FARM CREDIT SERVICES, as a Lender

By:  

/s/ Kenneth H. Rue

 

Name:

 

Kenneth H. Rue

 

Title:

 

authorized signatory


FARM CREDIT SERVICES OF THE MOUNTAIN PLAINS, FLCA, as a Voting Participant of CoBank, ACB

By:  

/s/ Bradley K. Leafgren

 

Name:

 

Bradley K. Leafgren

 

Title:

 

Vice President


FARM CREDIT WEST, FLCA as a Lender

By:  

/s/ Ben Madonna

 

Name:

 

Ben Madonna

 

Title:

 

Vice President


FRESNO-MADERA PRODUCTION CREDIT ASSOCIATION, as a Lender

By:  

/s/ Bruce L. McAbee

 

Name:

 

Bruce L. McAbee

 

Title:

 

Executive Vice President


UNITED FCS, FLCA d/b/a/ FCS COMMERCIAL FINANCE GROUP, as a Lender

By:  

/s/ Lisa Caswell

 

Name:

 

Lisa Caswell

 

Title:

 

Assistant Vice President

Exhibit 11

INTERNATIONAL PAPER COMPANY

STATEMENT OF COMPUTATION OF PER SHARE EARNINGS (1)

(Unaudited)

(In millions, except per share amounts)

 

     Three Months Ended
March 31,
 
     2009    2008  

Earnings from continuing operations

   $ 257    $ 150  

Discontinued operations

     —        (17 )
               

Net earnings

     257      133  

Effect of dilutive securities

     —        —    
               

Net earnings – assuming dilution

   $ 257    $ 133  
               

Average common shares outstanding

     423.1      420.6  

Effect of dilutive securities

     

Restricted stock performance share plan

     —        2.6  

Stock options

     —        0.1  
               

Average common shares outstanding – assuming dilution

     423.1      423.3  
               

Earnings per common share from continuing operations

   $ 0.61    $ 0.36  

Discontinued operations

     —        (0.04 )
               

Net earnings per common share

   $ 0.61    $ 0.32  
               

Earnings per common share from continuing operations – assuming dilution

   $ 0.61    $ 0.35  

Discontinued operations

     —        (0.04 )
               

Net earnings per common share – assuming dilution

   $ 0.61    $ 0.31  
               

Note: If an amount does not appear in the above table, the security was antidilutive for the periods presented.

 

(1) Attributable to International Paper Company common shareholders.

Exhibit 12

INTERNATIONAL PAPER COMPANY

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

AND PREFERRED STOCK DIVIDENDS

(Dollar amounts in millions)

(Unaudited)

 

     For the Years Ended December 31,     Three Months Ended
March 31,
 
     2004     2005     2006     2007     2008     2008     2009  
TITLE               

A) Earnings (loss) from continuing operations before income taxes

   $ 376.0     $ 286.0     $ 3,188.0     $ 1,654.0     $ (1,153.0 )(1)   $ 198.0     $ 518.0  

B) Noncontrolling interests, net of taxes

     (24.0 )     (9.0 )     (17.0 )     (24.0 )     (3.0 )     (5.2 )     (4.0 )

C) Fixed charges excluding capitalized interest

     859.7       752.0       724.5       552.8       648.2       125.1       193.3  

D) Amortization of previously capitalized interest

     40.3       39.2       34.8       27.2       30.0       7.0       6.1  

E) Equity in undistributed earnings of affiliates

     (13.4 )     9.7       (5.8 )     (10.7 )     - (1)     —         —    

F) Distributed income of equity investees

     —         —         —         —         73.0       —         —    
                                                        

G) Earnings (loss) from continuing operations before income taxes and fixed charges

   $ 1,238.6     $ 1,077.9     $ 3,924.5     $ 2,199.3     $ (404.8 )   $ 324.9     $ 713.4  
                                                        

Fixed Charges

              

H) Interest and amortization of debt expense

   $ 780.3     $ 680.8     $ 651.4     $ 487.0     $ 572.5     $ 108.2     $ 173.7  

I) Interest factor attributable to rentals

     63.9       61.2       60.2       55.4       65.8       14.3       17.8  

J) Preferred dividends of subsidiaries

     15.5       10.0       12.9       10.4       9.9       2.6       1.8  

K) Capitalized interest

     9.7       13.7       20.7       29.9       27.5       4.2       3.2  
                                                        

L) Total fixed charges

   $ 869.4     $ 765.7     $ 745.2     $ 582.7     $ 675.7     $ 129.3     $ 196.5  
                                                        

M) Ratio of earnings to fixed charges

     1.42       1.41       5.27       3.77         2.51       3.63  
                                                  

N) Deficiency in earnings necessary to cover fixed charges

           $ (1,080.50 )    
                    

 

(1) Beginning in 2008, earnings from continuing operations are reported before equity earnings. Therefore, equity earnings are no longer adjusted out of the total in Line E.

NOTE: Dividends on International Paper’s preferred stock are insignificant. As a result, for all periods presented, the ratios of earnings to fixed charges and preferred stock dividends are the same as the ratios of earnings to fixed charges.

Exhibit 31.1

CERTIFICATION

I, John V. Faraci, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of International Paper Company;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 7, 2009
/s/ John V. Faraci
John V. Faraci
Chairman and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Tim S. Nicholls, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of International Paper Company;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 7, 2009
/s/ Tim S. Nicholls
Tim S. Nicholls
Senior Vice President and Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Quarterly Report of International Paper Company (the “Company”) on Form 10-Q for the quarterly period ending March 31, 2009 for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code. John V. Faraci, Chief Executive Officer of the Company, and Tim S. Nicholls, Chief Financial Officer of the Company, each certify that, to the best of his knowledge:

 

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

 

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ John V. Faraci
John V. Faraci
Chairman and Chief Executive Officer
May 7, 2009

 

/s/ Tim S. Nicholls
Tim S. Nicholls
Senior Vice President and Chief Financial Officer
May 7, 2009

This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to International Paper Company and will be retained by International Paper Company and furnished to the Securities and Exchange Commission or its staff upon request.